2015 (5) TMI 1132

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.... Company seeks dispensation of the meeting of Secured and Usecured Creditors for sanctioning of the Scheme of Amalgamation annexed as Annexure P-1. The registered office of the Transferor and Transferee Companies are situated in the State of Haryana within the jurisdiction of this Court. Main objects of petitioner-Transferor and Transferee Companies are detailed in their respective Memorandum and Articles of Association which are placed on record as Annexures P-4 (colly) and P-6 (colly). The Board of Directors of Petitioners-Transferor and Transferee Companies has approved the Scheme of Amalgamation in their respective meetings held on 5.2.2015. Copies of the resolution have been annexed as Annexures P-2 and P-3 respectively. Th....

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....est of Unsecured of the Transferee Company/Petitioner Company No.2 will not be adversely affected pursuant to the Scheme and the Unsecured creditors will be paid off during the normal course of business. That present Scheme is not a Scheme of Compromise/arrangement with the creditors as all the creditors of the petitioner Companies will be paid in full as and when their respective amounts fall due in the usual course. Further it is submitted that post amalgamation, the Transferee Company would be having positive Net Asset Value of Rs. 29320.02 lacs and accordingly the interest of the creditors are adequately safeguarded and hence prayed for dispensation of convening, holding, conducting of their meetings. As per Annexure B of Annexure P-....

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....ured Creditors of the Transferee Company has been obtained and in order to seek their approval to the Scheme of Amalgamation, it is hereby ordered that meetings of the Equity shareholders and Unsecured Creditors of the Transferee Company be held as per the following Schedule:- Meeting Venue Date Time Equity Shareholders Aravali Golf Club,New Industrial Township (NIT) Faridabad, Haryana 121001. 4.7.2015 11. A.M Unsecured Creditors Aravali Golf Club, New Industrial Township NIT) Faridabad, Haryana 121001 4.7.2015 1 P.M.     Accordingly, Mr. Sapan Dhir, Advocate (Mob.No.9814431428, 925730043) is appointed as Chiarman and Mr. Prateek Gupta, Advocate (Mob.No. 9876130346) is appointed as C....