TMI Blog2017 (1) TMI 1013X X X X Extracts X X X X X X X X Extracts X X X X ..... ng meeting of the unsecured creditors of the Transferee Company to consider and, if thought fit, approve, with or without modification the proposed scheme is dispensed with. Since the Transferor Company No.2 does not has any unsecured creditor, therefore the question of convening a meeting thereof does not arise. Further, since the Applicant Companies do not have any secured creditors, therefore the question of convening meetings thereof does not arise. Further, a prayer has been sought in the present application for dispensing with the requirement of issuance and publication of notices of the meetings of equity shareholders, secured and unsecured creditors of the Applicant Companies, in the newspapers. In view of the circumstance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice of the Transferor Company No.1 was transferred to N.C.T. of Delhi and a fresh certificate in this behalf was issued on 16.09.2014. 5. The Transferor Company No.2 was incorporated under the Act vide certificate of incorporation dated 09.09.2011 issued by the Registrar of Companies, West Bengal. Subsequently, the Registered office of Transferor Company No.2 was transferred to N.C.T. of Delhi and a fresh certificate in this behalf was issued on 16.09.2014. 6. The Transferee Company was incorporated under the Act, vide certificate of incorporation dated 18.06.1992, issued by the Registrar of Companies, N.C.T. of Delhi Haryana at New Delhi. 7. The Authorised Share Capital of the Transferor Company No.1, as on 31.03.2015, is ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It has been further stated that with enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and strength to meet requirements for further growth of business activities. It has been also stated that the proposed scheme would be advantageous to combine the activities of the Transferor Companies and the Transferee Company into a single Company for the benefit for all the Applicant Companies, their Shareholders, Creditors and all concerned. 11. So far as the share exchange ratio the proposed scheme provides that, since 100% share capital of the Transferor Companies is held by the Transferee Company, the same shall stand automatically cancelled and extinguished and therefore, no fresh shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... N.A. 1 All Transferor Company No.2 7 All NIL N.A. NIL N.A. Transferee Company 15 All NIL N.A. 9 All 16. A prayer has been sought in the present Application for dispensation of the requirement of convening meetings of the Equity Shareholder, Secured and Unsecured Creditors of each of the Applicant Companies. 17. The Transferor Company No.1 has 07 equity shareholders. All the equity shareholders have given their written consents/NOC s to the proposed scheme and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ten consents/NOC s have been placed on record. The same have been examined and found in order. 24. In view of the foregoing, the requirement of convening meeting of the equity shareholders of the Transferee Company to consider and, if thought fit, approve, with or without modification the proposed scheme is dispensed with. 25. The Transferee Company has 09 unsecured creditors. All the unsecured creditors have given their written consents/NOC s to the proposed scheme and the same have been placed on record. The said written consents/NOC s have been examined and found in order. 26. In view of the foregoing, the requirement of convening meeting of the unsecured creditors of the Transferee Company to consider and, if thought fit, appro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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