TMI Blog2020 (7) TMI 559X X X X Extracts X X X X X X X X Extracts X X X X ..... contained in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the applicant. Application allowed. - Company Application (CAA) No. 127/ND/2019 - - - Dated:- 3-2-2020 - Ms. INA Malhotra (Judicial Member) And Hemant Kumar Sarangi (Technical Member) ORDER SMT. INA MALHOTRA (JUDICIAL MEMBER). - 1. This is a joint petition filed by way of a first motion under sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the Act ) by applicant-companies Nos. 1-9 (transferor companies Nos. 1-9) in connection with the scheme of amalgamation (hereinafter referred to as the scheme ) for merging its business with M/s. Strawberry Fields Televentures P. Ltd. (applicant-company No. 10/transferee company). 2. As per averments, the registered offices of transferor companies Nos. 1 to 9 as well as that of transferee company No. 10 are situated in the National Capital Territory of Delhi, falling within the territorial jurisdiction of this court. 3. Applicant No. 1/transferor No. 1-company was incorporated under the Act on January 30, 2008 under the name and style of Dakshneshwar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... capital is ₹ 5,00,000 while its issued, subscribed and paid-up capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹ 10 each. The main objects of applicant-company No. 6 is engaged in the business of development and import/export of Intellectual Property in the field of mobile technology. 9. Applicant No. 7/transferor No. 7-company was incorporated on March 5, 2008 under the Act under the name and style of NMG Projects P. Ltd. having CIN U45200 DL2008 PTC174920. Its authorized share capital and issued, subscribed and paid-up capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹ 10 each. Applicant-company No. 7 is engaged in the business of real estate of residential, commercial and industrial buildings. 10. Applicant No. 8/transferor No. 8-company was incorporated on February 11, 2009 under the Act under the name and style of Skylight Estates P. Ltd. having CIN U70101 DL2009 PTC187502. Its authorized share capital is ₹ 5,00,000 while its issued, subscribed and paid-up capital is ₹ 2,32,000 divided into 23,200 equity shares of ₹ 10 each. The main object of applicant-company No. 1 is in the field of rea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e company. (c) The scheme shall be beneficial and in the interest of all stake holders of the transferor and the transferee companies including their shareholders, creditors and employees. (d) Would result in cancellation of intercompany transactions giving rise to greater efficiency in operations and management of the businesses and shall improve internal controls and compliances of the company. The appointed date of the scheme is April 1, 2019. 16. So far as the share exchange ratio is concerned, in terms of the scheme, it has been determined in accordance with the report on valuation of shares and share exchange ratio dated April 22, 2019 issued by M/s. R. N. Marwah and Co., LLP, Chartered Accountants, New Delhi, as per the settled principles of valuation. The share exchange ratio is based on net asset value. The board of directors of transferor companies Nos. 1 to 9 and transferee company/applicant No. 10 vide their respective meetings held on May 4, 2019 have unanimously approved the proposed scheme of amalgamation. Copy of the board resolutions passed have been filed. 17. Vide the present application, a prayer is made for dispensation of convening meetings i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... two unsecured creditors being on record, the requirement of convening the meeting of the shareholders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise. (E) In respect of transferor company No. 5/applicant-company No. 5 : It has two shareholders who have accorded their consent vide affidavits placed on record. It has no secured creditors as certified by the chartered accountant. It has two unsecured creditors who have accorded their consent vide affidavits placed on record. In view of the consent affidavits of its two shareholders and two unsecured creditors being on record, the requirement of convening the meeting of the shareholders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise. (F) In respect of transferor company No. 6/applicant-company No. 6 : It has two shareholders who have accorded their consent vide affidavits placed on record. It has no secured creditors as certified by the chartered accountant. It has one unsecured creditor who have accorded its conse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rtered accountant. It has five unsecured creditors who have accorded their consent vide affidavits placed on record. In view of the consent accorded by its two shareholders and five unsecured creditors, the requirement of convening the meeting of the share holders and unsecured creditors is dispensed with. Further, as there is no secured creditor, the question of convening their meeting does not arise. 18. The proposed scheme of amalgamation is annexed along with the present application. 19. It is submitted that the proposed arrangement is sought to be made under the provisions of sections 230 to 232 of the Companies Act, 2013 and the scheme if sanctioned by this Tribunal, will take effect from the date of on which certified copy of the order of sanctioning of proposed scheme, passed by this Tribunal is filed with the Registrar of Companies. 20. It has also been submitted that there are no proceedings pending inquiry or investigation in respect of the applicant-company. 21. While dispensing with the meetings, this Bench also directs that notices be sent to the Central Government through the office of the Regional Director (Northern Region), the Income-tax Author ..... X X X X Extracts X X X X X X X X Extracts X X X X
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