2014 (4) TMI 1185

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....e Companies Act, 1956, in connection with the Scheme of Amalgamation ("Scheme" for short)of Imperia Homes Pvt Ltd with Imperia Structures Ltd. A copy of the proposed Scheme is filed along with the Application. 2. The Registered Offices of the Transferor Company and the Transferee Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court. 3.....

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....ner and given below: Company No. of Share Holders Consent Given No. of Secured Creditors Consent Given No. of Un-secured Creditors Consent Given Transferor Company 7 All Nil N.A. 2 All Transferee Company 8 Equity All Not Required N.A. Not Required N.A. 4 Preference All     7. A prayer has been made for dispensation of the requirement of convening meetings of Sha....

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....Counsel submits that no new shares will be issued by the Transferee Company on Amalgamation and the present Scheme of Amalgamation will not affect the rights of shareholders and creditors of the Transferee Company and further submits that consents/NOC of Secured and Un-secured Creditors of the Transferee Company are thus not required to be obtained for the proposed amalgamation. 10. Learned Couns....

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....is sought to be amalgamated with its holding company (transferee company), then filing of an application by the transferee company under Section 391 or 394 of the Companies Act, 1956 would not be necessary when the proposed scheme of amalgamation does not affect the rights of the members or creditors of the transferee company or does not involve a reorganization of the share capital of the transfe....