TMI Blog2016 (2) TMI 1115X X X X Extracts X X X X X X X X Extracts X X X X ..... Sudershan Kumar Misra, J. Mr. Ramji Srinivasan, Sr. Advocate with Mr. Mansoor Ali, Mr.Nitin Kala, Ms. Sara Sundaram Mr. Kunal Singh, Advocates for the applicant Sudershan Kumar Misra, 1. This joint application has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rules 6 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Tata Internet Services Limited (hereinafter referred to as the transferor company) with Tata ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 83,63,17,900 redeemable non-cumulative convertible preference shares of ₹ 10/- each aggregating to ₹ 8,36,31,79,000/-; 1,50,00,00,000 preference shares of ₹ 10/- each aggregating to ₹ 15,00,00,00,000/-; 45,20,00,000 compulsorily convertible non-cumulative preference shares of ₹ 100/- each aggregating to ₹ 45,20,00,00,000/- and 63,00,00,000 unclassified shares of ₹ 10/- each aggregating to ₹ 6,30,00,00,000/-. The issued, subscribed and paid-up share capital of the company is ₹ 92,12,46,57,930/- divided into 4,71,23,91,413 equity shares of ₹ 10/- each fully paid up aggregating to ₹ 47,12,39,14,130/- and 45,00,07,438 compulsory convertible non-cumulative preference shares of &# ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , since the transferee company (either held singly or jointly with any other person) holds all the shares of the transferor company. 10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or the relevant corresponding provisions of the Companies Act, 2013, as notified, are pending against the applicant companies. 11. The Board of Directors of the transferor company and the transferee company in their separate meetings held on 14th November, 2014 and 10th November, 2014 respectively have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been plac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e secured and unsecured creditors of the transferee company on the ground that the transferor company is a wholly owned subsidiary of the transferee company; no new shares will be issued by the transferee company in lieu of the shares of the transferor company; and there will be no change in the control and management of the transferee company. It has been further submitted that the transferor company is a profit making concern and aggregate of assets of both the companies are more than sufficient to meet their combined aggregate liabilities towards their respective creditors. Therefore, the rights of the creditors of the transferee company will not be adversely affected. He, therefore, prays that the requirement of convening and holding th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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