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TMI Blog2020 (12) TMI 424X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Company-1), Coalition Agency Private Limited(Transferor Company-2/Applicant Company-2), Zip Minerals & Mining Private Limited (Transferor Company-3/Applicant Company-3), Drastic Consultancy Services Private Limited(Transferor Company-4/ Applicant Company-4), Enthuse Power Private Limited(Transferor Company-6/ Applicant Company-5), Feeder Iron & Steel Private Limited(Transferor Company-7/ Applicant Company-6), Glossy Infotech Private Limited(Transferor Company-8/ Applicant Company-7), Hamlet Power Private Limited(Transferor Company-9/ Applicant Company-8), Hunch Security Placement Private Limited(Transferor Company-10/ Applicant Company-9), Luminous Cement Private Limited(Transferor Company-11/ Applicant Company-10), Mutual Placement Services Private Limited (Transferor Company-12/ Applicant Company-11), Pride Placement Services Private Limited(Transferor Company-13/ Applicant Company-12), Torsion Digital Networks Private Limited(Transferor Company-14/ Applicant Company- 13), Triage Construction Private Limited(Transferor Company-15/ Applicant Company-14), Vertex Aluminum Private Limited(Transferor Company-16/ Applicant Company-15), Vital Tour & Travel Private Limited(Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ru Place New Delhi 110019. The Authorized Share Capital of the Transferor Company No. 3 is Rs. 10,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 6. The Transferor Company No.4 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN U74900DL2012PTC233621 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Drastic Consultancy Services Private Limited". The registered office of the company is situated at Cabin No. - 2, 1205, 89 - Hemkunth Chamber Nehru Place New Delhi 110019. The Authorized Share Capital of the Transferor Company No. 4 is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 7. The Transferor Company No.6 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN U40102DL2012PTC233533 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Enthuse Power Private Limited". The registered office of the company is situated at 116A, 1st Floor, Somdutt Chamber -1 5,BhikajiCama Place New Delhi 110066. The Authorized Share Capital of the Transferor Company No. 5 is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 8. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - 2, 1205, 89 - Hemkunth Chamber Nehru Place New Delhi 110019. The Authorized Share Capital of the Transferor Company No. 10 is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 13. The Transferor Company No.12 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN U7491DL2012PTCPTC233647 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Mutual Placement Services Private Limited". The registered office of the company is situated at Cabin No. - 2, 1205, 89 - Hemkunth Chamber Nehru Place New Delhi 110019. The Authorized Share Capital of the Transferor Company No. 11is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 14. The Transferor Company No.13 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN U74999DL2012PTC233628with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Pride Placement Services Private Limited". The registered office of the company is situated at 116A, 1st Floor, Somdutt Chamber -1 5,BhikajiCama Place New Delhi 110066. The Authorized Share Capital of the Transferor Company No. 12 is Rs. 5,00,000/- and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted". The registered office of the company is situated at Cabin No. - 2, 1205, 89 - Hemkunth Chamber Nehru Place New Delhi 110019. The Authorized Share Capital of the Transferee Company is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/- 20. The 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. 21. The Board of Directors of all the Applicant companies i.e. Transferor Companies and Transferee Company, have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of resolutions dated 06.07.2020, 07.07.2020 & 08.07.2020passed in the said board meetings have been placed on record. 22. It is stated that the Transferor Company No. 1 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and nine Unsecured Creditors, Cer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nvening of the meetings as consents are placed on record. 25. It is stated that the Transferor Company No. 4 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and nine Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all nine of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 26. It is stated that the Transferor Company No. 6 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Unsecured Creditors, all nine of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 29. It is stated that the Transferor Company No. 9 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and ten Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 30. It is stated that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 33. It is stated that the Transferor Company No. 13 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and three Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all of them have given their respective consents by way of affid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all nine of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 37. It is stated that the Transferor Company No. 17 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and five Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. (ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. (iii) With respect to Unsecured Creditors: In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed with. C) In relation to the Transferor Company No 3: (i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. (ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. (iii) With respect to Unsecured Creditors: In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed with. G) In relation to the Transferor Company No 9: i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed with. H) In relation to the Transferor Company No 10: i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: In vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed with. M) In relation to the Transferor Company No 15: i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured creditors is dispensed with. N) In relation to the Transferor Company No 16: i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. ii) With respect to Secured Creditor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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