2015 (8) TMI 138

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....ings of their equity shareholders and secured creditors and the unsecured creditors of the transferor company and for convening a meeting of the unsecured creditors of the transferee company to consider and approve, with or without modification, the proposed Scheme of Amalgamation and Arrangement between AHIPL Management Consulting Private Limited (hereinafter referred to as the transferor company) and Fabindia Overseas Private Limited (hereinafter referred to as the transferee company).   2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.   3. The transferor company was originally incorporated under the Companies Act, 1956 on 20th May, 2011 ....

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.... along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Amalgamation and Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed that the proposed amalgamation will provide better financial and growth prospects through consolidation of resource base and improvement in generation, mobilization and utilization of physical resources, financial resources, human resources, knowledge, information and other important tangible and intangible resources. It is further claimed that the proposed amalgamation will reduce managerial overlaps, which are necessarily involved in running multiple entiti....

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....d with. There is no secured or unsecured creditor of the transferor company, as on 4th July, 2015.   13. The transferee company has 406 equity shareholders. 324 out of 406 equity shareholders, being 79.80% in number and 99.56% in value, have given their consents/no objections in writing to the proposed Scheme of Amalgamation and Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation and Arrangement is dispensed with. There is no secured creditor of the transf....

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....erly maintained. 16. The Chairperson and Alternate Chairperson shall ensure that notices for convening the aforesaid meeting of the unsecured creditors of the transferee company, along with copies of the Scheme of Amalgamation and Arrangement and the statement under Section 393 of the Companies Act, 1956, shall be sent to the unsecured creditors of the transferee company by ordinary post at their registered or last known addresses at least 21 days before the date appointed for the meeting, in their presence or in the presence of their authorized representatives. Notice of the meeting shall also be published in the Delhi editions of the newspapers "Business Standard" (English) and (Hindi) editions in terms of the Companies (Court) Rules, ....