TMI Blog2017 (1) TMI 959X X X X Extracts X X X X X X X X Extracts X X X X ..... s prayer, it has been urged that the Transferor Companies are the wholly owned subsidiaries of the Applicant/Transferee Company and upon scheme becoming effective, no new shares in the Applicant/Transferee Company will be allotted in lieu of the shares held by it and its nominee in the Transferor Companies. The entire share capital of the Transferor Companies shall stand cancelled and be extinguished without any further act or deed. It has also been stated that the interest of the creditors of the Applicant/Transferee Company shall remain unaltered. Therefore, there is no arrangement, which is proposed with the Shareholders or the Creditors of the Applicant/Transferee Company. In view of the foregoing and in view of the settled positio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 15.07.2016. 3. The registered office of the Transferor Company No. 2 is situated in Hyderabad. It has been stated in the present application that an application seeking dispensation of requirement of convening and holding of meetings of the Equity shareholders, Secured and Unsecured Creditors of Transferor Company no. 2 had been instituted before the Hon'ble High Court of Judicature at Hyderabad being Company Application no. 904/2016 which was allowed by way of order dated 12.07.2016. 4. The registered office of the Transferee Company is situated within the territory of NCT of Delhi and therefore, within the jurisdiction of this Court. 5. Transferor Company No. 1 was incorporated on 05.05.2006 with the Registrar of Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he same are on record. The audited balance sheets and auditor s reports as on 31.03.2015 of the Transferor Companies and the Transferee Company have also been placed on record. 12. The Transferor Companies are wholly owned subsidiaries of Transferee Company and its nominees and therefore, upon amalgamation of Transferor Companies with Transferee Company upon the Scheme becoming effective, the entire paid-up equity share capital of the Transferor Companies held by the Transferee Company and its nominees, shall without any act or deed stand automatically cancelled and be extinguished and in lieu thereof, the Transferee Company shall not be required to issue and/or allot any shares to the members of the Transferor Companies. 13. Upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cured Creditors of the Applicant Company. 17. The Applicant/Transferee Company does not have any secured creditors. Therefore the requirement of convening the meeting of secured creditors does not arise. 18. The Applicant/Transferee Company has two (2) equity shareholders. Both the equity shareholders have given their written consents/NOCs to the proposed Scheme. Their written consents/NOCs have been placed on record. They have been examined and found in order. 19. In view thereof, the requirement of convening the meeting of the equity shareholders of Transferee Company to consider and, if thought fit, approve, with or without modification, the proposed Scheme is dispensed with. 20. The Transferee Company has twel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d unsecured creditors of the transferee company without obtaining their consents/no objection to the proposed Scheme of Amalgamation. Further, reliance has been placed on a decision of this Court on 10.02.2016 in the matter of Tata Internet Services Limited in Company Application (Main) No.48/2015and on the decision of this Court on 06.02.2015 in the matter of M/s. Ganges Concast Industries Limited Salasar Stainless Limited in Company Application (Main) No.15/2015. 23. In view of the foregoing and for the reasons stated in the application, the requirement of convening and holding the meetings of the unsecured creditors of the applicant/transferee company, to consider and if though fit, approve, with or without modification, the propo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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