2017 (1) TMI 909

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....ror Company/Applicant and Unicure India Limited (hereinafter referred to as 'Transferee Company').   2. It has been stated by learned counsel for the Transferor Company/Applicant that the Transferor Company/Applicant is the wholly owned subsidiary of the Transferee Company. 3. The registered offices of the Transferor Company/Applicant and the Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 4. The Transferor Company/Applicant was incorporated on 19.08.2005 under the Act with the Registrar of Companies, N.C.T. of Delhi and Haryana. 5. The Transferee Company was incorporated on 14.07.1980 under the Act in the name and style of 'Unicare (India) Private Limited', with the Registrar of Companies, N.C.....

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....ng of the present application. 10. A copy of the proposed scheme has been filed on record and the salient features thereof have been incorporated and set out in detail in the application. It has been stated therein, that the rationale for the proposed scheme is as follows:- i. Pooling of resources and infrastructure of the entities to their common advantage, resulting in a more productive utilisation of the resources, costs and operational efficiencies, faster and effective decision making and its implementation, which would be beneficial for all stakeholders; ii. Integrating, rationalising and streamlining the management and administrative structure of the merged business and achieve cost saving;   iii. Avoiding duplication of reg....

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....s of the Transferor Company/Applicant, to consider and if thought fit, approve, with or without modification, the proposed scheme. 14. The Transferor Company/Applicant has 02 equity shareholders. Both the equity shareholders have given their written consents/NOCs to the proposed scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. 15. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of the Transferor Company/Applicant to consider and, if thought fit, approve with or without modification, the proposed scheme is dispensed with. 16. Since there are no secured creditors of the Transferor Company/Applicant; therefore the question of disp....