TaxTMI 
TaxTMI 
2016 (5) TMI 1460
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.... New Delhi under the name and style of Emaar MGF Land Private Limited. The company changed its name to Emaar MGF Land Limited and obtained the fresh certificate of incorporation on 13th August, 2007. 4. The resulting company was incorporated under the Companies Act, 1956 on 16th September, 1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The present authorized share capital of the demerged company is Rs. 60,00,00,00,000/- divided into 3,00,00,00,000 equity shares of Rs. 10/- each aggregating Rs. 30,00,00,00,000/- and 3,00,00,00,000 preference shares of Rs. 10/- each aggregating Rs. 30,00,00,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs. 9,12,61,98,450/- divided into 91,26,19,845 equity shares of Rs. 10/- each. The demerged company has also issued 2,500 compulsory convertible unsecured debentures of Rs. 10,00,000/- each aggregating Rs. 2,50,00,00,000/-. Further, the demerged company has also issued the following redeemable non-convertible secured debentures, viz. (i) 22,600 redeemable secured non-convertible debentures of Rs. 10,00,000/- each aggregating Rs. 22,60,00,00,000/-; (ii) 5,750 redeemabl....
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.... fully paid up, for every 416 equity shares of Rs. 10/- each held by the shareholders in the demerged company." 10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under the corresponding provisions of the Companies Act, 2013 are pending against the applicant companies. 11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 11th May, 2016 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record. 12. The demerged company has 16 equity shareholders and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the equity shareholders of the demerged company shall be held on 12th July, 2016 at 01:30 p.m. at Ghalib Institute, Mata Sundari Lane, Aiwan-E-Ghalib Marg, Near Bal Bhavan, ITO, New Delhi - 110002. Mr. K. K. Nangia, Advocate, (Mobile No. 9910390945) is appointed as the Chairperson and Mr. ....
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....2101) is appointed as the Chairperson and Mr. Dishant Sharma, Advocate, (Mobile No. 9971463025) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the secured creditor of the resulting company shall be 01 in number. 16. The demerged company has 2,130 unsecured creditors (including unsecured debenture holders) and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the demerged company shall be held on 11th July, 2016 at 11:00 a.m. at Kamani Auditorium, 1, Copernicus Marg, New Delhi - 110001. Mr. Mukesh Sukhija, Advocate, (Mobile No. 9810296468) is appointed as the Chairperson and Mr.Hari Om Gautam, Advocate, (Mobile No. 9810057143) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the demerged company shall be 200 in number and more than 25% in value of the total unsecured debt. 17. The resulting company has 120 unsecured creditors and a direction is sought to convene and hold their meeting to se....
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....e applicant companies will pay their respective creditors and other liabilities in the normal course of their businesses. He, therefore, seeks exemption for the aforesaid categories of creditors/liabilities for convening their meetings. In support of his submission, learned counsel placed reliance on judgments of this court in the matter of International Institute of Planning and Management Private Limited (CA(M) 87/2010); and Share India Securities Limited (CA(M) 155/2009) wherein under similar circumstances, dispensation of the meetings has been granted. Considering the case laws on the subject and the submissions made at the bar, the requirement of obtaining the consents/no objections of the customers, joint development partners, tenants, vendors/brokers etc., as prayed for by the applicants, is dispensed with. 19. In case the quorum as noted above for the above meetings is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by t....