TMI Blog2020 (2) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company) under Sections 230 to 232 and other provisions of the Companies Act, 2013 R/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, by inter alia seeking to dispense from holding the Meeting of the equity Shareholders of the Transferor Companies and issue directions regarding convening meeting of shareholders of Transferee Company. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. U.D Polyproducts Private Limited (hereinafter referred to as Applicant/Transferor Company No. 1) was incorporated on 11.09.1997 under the Companies Act, 1956 bearing the CIN: U25207KA1997PTC022764 and having its Registered Office situated at Bemco Premises, Khanapur Road, Udyambag, Belgaum - 590008. Its Authorised Share Capital of ₹ 30,00,000/- divided into 3,00,000 Equity Shares of ₹ 10/-each and Issued, Subscribed Paid-up Share Capital of ₹ 3,80,000/- divided into 38,000 Equity Shares of ₹ 10/-. (2) The Transferor Company No. 1 is inter alia engaged in the business of a Core Investment Company in terms of Core Investment Companies (Reserve Bank) Directi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d dealers in all kinds of hydraulic precision distribution systems and equipment, gears, gears boxes, wheels, drives, pinions and hydraulic and mechanical transmission systems. (7) The Director of the Transferor Company No. 2, have issued a Certificate dated 10.01.2020 by certifying that there are 07 (Seven) Equity Shareholders of the Transferor Company No. 2 viz., Mr. Madan Mohan Mohta holding 7,000 Equity shares, Ms. Urmila Devi Mohta holding 2,000 Equity Shares. Mr. Anirudh Mohta holding 20,100 Equity Shares and 4 Ors. Accordingly, Mr. Madan Mohan Mohta as filed an affidavit dated 26.10.2019 by inter alia stating that he is holding 7,000 Equity Shares of ₹ 10/- each and has given consent for dispensing with the meeting of the Equity Shareholders of the Company for approval of the proposed scheme of amalgamation. Similarly Mr. Anirudh Mohta as filed an affidavit dated 26.10.2019 inter alia stating that he is holding 20,100 Equity Shares of ₹ 10/- each and has given consent for dispensing with the meeting of the Equity Shareholders of the Company for approval of the proposed scheme of amalgamation. Similarly other 5 Equity Shareholders have also filed their respecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alia stating that it is holding 99,600 Equity Shares of ₹ 10/- each and has given consent for dispensing with the meeting of the Equity Shareholders of the Company for approval of the proposed scheme of amalgamation. Similarly other 3 Equity Shareholders expect Ms. Ananya Mohta have filed their respective affidavit giving their consent for dispensing with the meeting of the Equity Shareholders of the Company for approval of the proposed scheme of amalgamation. (12) It is stated that there are No Secured and Unsecured Creditors in the Transferor Company No. 3 (13) M/s. Sri Ramachandra Enterprises Private Limited (hereinafter referred to as Applicant/Transferee Company) was incorporated on 26.06.1995 under the Companies Act, 1956 bearing CIN: U45201KA1995PTC018138 and having its registered office situated at Bemco Premises, Udyambag, Belgaum-590008. Its Authorised Share Capital of ₹ 2,00,00,000/- divided into 2,00,000 Equity Shares of ₹ 100/- each and Issued, Subscribed and Paid-up Share Capital of ₹ 1,85,75,500/- divided into 1,85,755 Equity Shares of ₹ 100/- each. (14) The Transferee Company is inter alia engaged in the business as builders; c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Companies. We have carefully perused the pleadings of the party and extant provisions of the Companies Act, 2013 and the Rules made thereunder and the Law on the issue. 4. Mr. Parameshwar G, learned PCS for the Applicant Companies, while pointing out various averments made in the Company Application, has further submitted that the Scheme in question is made in the best interests of the Applicant Companies and their respective Shareholders. He has pointed out the respective, Chartered Accountants, of the Applicants, after verifying the records of both the Companies, have duly certified the existing Shareholders of both the Companies. Further, all the Equity Shareholders of both the Companies constituting greater than 90% by value of the total shareholding and have furnished required affidavits by inter alia declaring that they have consented to the Scheme in question and have no objection for dispensation of their meetings by the Tribunal. He has further submitted that the The Director of the Transferee Company No have issued a Certificate dated 10.01.2020 by certifying that there are 08 (Eight) Equity Shareholders of the Transferee Company. He has prayed for convening Equ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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