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Arvato BPO Services India Private Limited v/s State

    Company Application(Main) Appeal No. 17 of 2008

    Decided On, 12 February 2008

    At, High Court of Delhi

    By, THE HONOURABLE MR. JUSTICE VIPIN SANGHI

    For the Appearing Parties: Sandeep Sethi, Advocate.



Judgment Text

VIPIN SANGHI, J.


(1) THIS is a joint application under Section 391 (1) read with Sections 393 and 394 of the Companies Act, 1956 (hereinafter referred to as the Act) by applicants Arvato BPO services India Private Limited (Applicant/transferor company) and Bertelsmann Marketting Services India Private Limited (Applicant/transferee company) seeking directions from the Court for convening, holding and conducting separate meetings of the shareholders, secured and unsecured creditors, which are statutorily required for sanctioning the scheme of amalgamation of Transferor Company with Transferee company.


(2) THE registered office of the applicant/transferor company and the applicant/transferee company are situated at 301, intercontinental Grand Complex, barakhamba Lane , New Delhi 110001, that is, within the jurisdiction of this Court.


(3) THE Board of Directors of the Transferor company and the Transferee company have passed separate resolutions approving the scheme of amalgamation of the transferor company with the Transferee company on 16th November, 2007, copies of which have been filed on record.


(4) THE Transferor company and the Transferee company have filed their respective memorandums and Articles of Association along with the application. The audited balance sheets of the two Transferor companies and the Transferee company as on 31. 3. 2007 have been filed on record.


(5) THE Transferor company and the Transferee company have also filed the scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application.


(6) THE applicant companies have stated that no proceedings under Sections 235 to 251 of the Act are pending against Transferor company and Transferee company.


(7) TRANSFEROR company was incorporated on 03. 09. 2004 and the authorized share capital of the Transferor company is Rs. 10 lacs , divided into 1 lakh equity shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the transferor company is Rs. 1 lakh divided into ten thousand equity shares of rs. 10/- each.


(8) THE Transferee company was incorporated on 31. 03. 2000 and the authorized share capital of the Transferee company is Rs. 1 crore, divided into 1 lakh equity shares of Rs. 100/- each. The issued, subscribed and paid up share capital of the Transferee company is Rs. 20 lakh divided into 20,000 equity shares of rs. 100/- each.


(9) BOTH the applicant companies have 2 shareholders each. Both the shareholders have filed their consent on record. Thus in view of the affidavit and documents filed by the applicants, the holding of the meeting of the equity shareholders of both the companies is dispensed with.


(10) BOTH the applicant companies have no secured creditors.


(11) THE applicant/transferor company has 20 unsecured creditors in all. Consents of 18 unsecured creditors have been filed on record and proof of payment made to the remaining two unsecured creditors, have been filed on record. The applicant/transeferee company has 34 unsecured creditors. 30 unsecured creditors of the transferee company have given their consen

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t and the remaining 4 creditors have been paid off. Documents evidencing consents and payments have been filed on record. Thus in view of the affidavit and supporting documents filed by both the applicant companies , the holding of the meetings of the unsecured creditors of both the companies is dispensed with. The application is allowed in terms of the above order.
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