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TMI Blog2020 (12) TMI 425X X X X Extracts X X X X X X X X Extracts X X X X ..... y Transferor Company-2"), G G Advisory Services Private Limited ("for brevity Transferor Company-3"), and Flowmore Design & Technologies Private Limited ("for brevity Transferee Company"), under section 230-232 of Companies Act, 2013, 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 between the applicants. 2. Affidavit in support of the above application sworn by Mr. Saurabh Gupta, the Director of all the applicant companies, who has been authorized vide board resolutions dated 05.02.2020 for the Transferor Companies and Transferee Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le of "G G Advisory Services Private Limited" and having its registered office at 1584/113, Ganesh Pura, Tri Nagar, New Delhi 110035. The Authorized Share Capital of the Transferor Company-2 is Rs. 76,00,000/- and the Paid-up Share Capital is Rs. 76,00,000/- 6. The Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 29.12.2006 vide CIN U72300DL2006PTC157170 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Flowmore Design & Technologies Private Limited" and having its registered office at 303, 3rd Floor Plot No. 2068/69 Karol Bagh 38, Nai wala Delhi- 110005. The Authorized Share Capital of the Transferee company is Rs. 25,00,000/- and the Paid-Up Share Capi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich are annexed to the application. It is further represented that the Company has NIL Secured Creditors and NIL 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 their consent affidavits are placed on record. Since there are no Secured Creditors and Unsecured Creditors therefore the necessity of convening/holding a meeting does not arise. 11. It is stated that the Transferor Company-3 is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the applicat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions and the documents filed therewith, we propose to issue the following directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: - A. In relation to the Transferor Company-1: a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: There are no Un-secured Creditors, ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, who have filed their respective consent affidavits, hence convening the meeting of the un-secured creditors has been dispensed with. 15. Notice of this application shall also be served on the following: i. Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003; ii. Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; iii. Official liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi- 110001; iv. Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Bu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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