2017 (1) TMI 1268

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...., seeking directions of this Court to dispense with the requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of the Transferor Company and Transferee Company, to consider and if thought fit, approve, with or without modification, the proposed scheme of amalgamation and arrangement of the Transferor Company with the Transferee Company (hereinafter referred to as 'the Scheme'). 2. The Transferor Company and Transferee Company are hereinafter collectively, referred to as 'Applicant Companies'. 3. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. 4. The Transferor Company was incorporated ....

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....the Applicant Companies as on the date of filing of the present application. 10. A copy of the proposed Scheme has been filed on record and the salient features of the Scheme have been incorporated and set out in detail in the application and in the affidavit in support of the summons for directions under section 391(1) of the Act. It has been stated in the present application that the proposed Scheme, inter alia, provides for the Amalgamation of the Transferor Company with the Transferee Company and the transfer of the entire business of the Transferor Company to the Transferee Company, as a going concern. It has been stated that the proposed amalgamation would inter alia, aid the Applicant Companies in the following manner:- a) Amalgama....

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....feror Company and fraction to be paid in cash." 12. The proposed Scheme has been approved by the respective Board of Directors of the Applicant Companies, in their separate meetings held on 31.03.2016. Copies of the Resolutions passed at the meetings of the Board of Directors of the Applicant Companies have been placed on record. 13. The Transferor Company has 05 (Five) Equity Shareholders and all the Equity Shareholders have given their written consents/NOCs to the implementation of the proposed Scheme. The said written consents/NOCs have been placed on record. The same have been examined and found in order. 14. In view of the foregoing, the requirement of convening the meeting of the equity shareholders of the Transferor Company to con....