TMI Blog2020 (12) TMI 197X X X X Extracts X X X X X X X X Extracts X X X X ..... as ( Transferor Company No.3/Applicant Company No.3) and KSA Hotels Resorts Private Limited hereinafter referred to as ( Transferor Company No.4/Applicant Company No.4) to be merged with GDR Home Fashions Private Limited hereinafter referred to as ( Transferee Company/Applicant Company No.5) under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the SCHEME ) proposed among the applicants. 2. Affidavits in support of the above application has been sworn by Mr. Sohan Lal Garg being the Director of the Transferor Company 1,2,3 and transferee company as Authorized Representative of the Transferor Company 4, who has been duly authorized by the Board of Directors of the applicant companies at their respective board meetings vide Board Resolution dated 31st Jan 2020.It is also represented that the registered office of the applicant company is under the domain of Registrar of Companies, NCT of New Delhi Haryana and within the territorial jurisdiction of this Tribunal. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aid up and subscribed share capital of INR 16,00,000 divided into 1,60,000 Equity shares of INR 10/- each fully paid up. 7. The Transferee Company is a private limited company incorporated on 24th April 2008 under the provisions of Companies Act, 1956 bearing CIN U51311DL2008PTC177192 with the Registrar of Companies, NCT of Delhi Haryana and having its registered office at E-525, Ground Floor, Greater Kailash-II, New Delhi-110048. The authorized capital is INR 5,00,00,000 divided into 50,00,000 Equity shares of ₹ 10/- each. The issued, paid up and subscribed share capital of INR 2,62,00,000 divided into 26,20,000 Equity shares of INR 10/- each fully paid up. 8. All Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2019. The unaudited provisional balance sheet as on 31st December 2019 is also annexed herewith. 9. The Transferor companies and the Transferee company vide meeting of Board of Directors held on 31st January 2020 in the corresponding companies have unanimously approved th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits holding 100% of voting share. b) The company has nil secured creditor, certificate from Chartered Accountant certifying list of secured creditor is annexed. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise. c) The company has 1 unsecured creditor, certificate from Chartered Accountants certifying list of unsecured creditors is annexed, who has given consent by way of affidavits holding 100% of total value of debt. d) In relation to the equity shareholders and unsecured creditor it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there is no secured creditor therefore the necessity of convening/holding a meeting does not arise. 13. With regards the Transferor Company-4/Applicant Company No.4, it is stated as under: a) The company has 4 equity share holders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , been filed convening the meeting of shareholders/members is dispensed with. b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise. c. With respect to Unsecured Creditors: In view of consent affidavit, from 15 unsecured creditors out of total 18 unsecured creditors having 97% of total debt been filed, convening the meeting of Unsecured Creditors is dispensed with. B. In relation to the Transferor Company-2/Applicant Company No.2: a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed convening the meeting of shareholders/members is dispensed with. b. With respect to Secured Creditors: There is no secured creditor; therefore the necessity of convening a meeting does not arise. c. With respect to Unsecured Creditors: In view of consent affidavit, from sole unsecured creditor having 100% of total debt been filed, convening the meeting of Unsecured Creditors is dispensed with. C. In relation to the Transferor Company-3/Applicant Company No.3: a. With respect to Equity shareholders: In view of consent a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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