TMI Blog2021 (6) TMI 275X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies. The Company Petition(s) shall be presented, on or before, 7 days from the date of filing the Chairman's Reports with the registry - Application disposed off. - Company Application No. (CAA)-41(PB)/2021 - - - Dated:- 31-5-2021 - B.S.V. Prakash Kumar, Actg. President And Kapal Kumar Vohra, Member (T) For Appearing Parties : Mohd. Nazim Khan, PCS ORDER 1. This Company Application has been jointly filed by the Applicant Companies, under Section 230-232, of The Companies Act, 2013, r/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Applicant Companies herein have proposed a Scheme of Merger by virtue of which the entire undertakings of the Transferor Companies are to be transferred and vested with the Transferee Company, as a going concern. The Applicant Companies have prayed for seeking directions for convening, holding and conducting of the meeting of the Shareholders and prayed to dispense with convening, holding and conducting of the meeting of the Secured and Unsecured Creditors. 2. Bagh Kothi Investment and Finance Private Limited: i. The Transferor Company-1 viz., Bagh Kothi Investment and Finance Private Limit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor Company-2. The notice shall be issued with a clear 30 days prior to the date of the meeting. The Quorum for the meeting is fixed at 4 (Four) Shareholders. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members present shall be deemed to constitute the quorum for the said meeting. The meeting is to be chaired by Mr. Vishwajeet Kumar, Advocate (Enroll No. D/3174/16) or in his absence Mr. Mateen Ahmed, Advocate (Enroll No. D/1532/17) will chair the meeting and Mr. Amod Kumar, PCS (Membership no. 8797) is appointed as Scrutinizer. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. ii. The Transferor Company-2 has No Secured Creditors. The Nil Secured Creditor Certificate and issued by an independent Chartered Accountant as on 02.03.2021 are placed at pages 522 to 525 of the typed set filed with the Application. Hence, there is no need for the meeting of Secured Creditors. iii. The Transferor Company-2 has 4 (Four) Unsecured Creditors. The Certificate issued by an Independent Chartered Accountant to this effect is placed at pages 522 to 525 of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iz., GPN Associates Private Limited has 8 (Eight) Equity Shareholders. The List of Equity Shareholders is placed at Page 228 to 229 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled to be held on 28th July, 2021, at 01:30 PM, through Video Conferencing (VC) and publication to be made in the Business Standard (English Edition) and Business Standard (Hindi Edition). The notices in this regard shall be sent by Registered Post/Speed Post or through Email, addressed to each of the shareholder of the Transferor Company-4, at their last known address or email addresses as per the records of the Transferor Company-4. The notice shall be issued with a clear 30 days prior to the date of the meeting. The Quorum for the meeting is fixed at 4 (Four) Shareholders. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members present shall be deemed to constitute the quorum for the said meeting. The meeting is to be chaired by Mr. Vishwajeet Kumar, Advocate (Enroll No. D/3174/16) or in his absence Mr. Mateen Ahmed, Advocate (Enroll No. D/1532/17) will chair the meeting and Mr. Amod Kumar, PC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the meeting and Mr. Amod Kumar, PCS (Membership no. 8797) is appointed as Scrutinizer. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. ii. The Transferor Company-5 has No Secured Creditors. The Nil Secured Creditor Certificate and issued by an independent Chartered Accountant as on 02.03.2021 are placed at pages 533 to 536 of the typed set filed with the Application. Hence, there is no need for the meeting of Secured Creditors. iii. The Transferor Company-5 has 3 (Three) Unsecured Creditors. The Certificate issued by an Independent Chartered Accountant to this effect is placed at pages 533 to 536 of the typed set filed with the Application. The consent affidavit given by the Unsecured Creditors constituting 100% in terms of value, is placed at pages 571 to 581 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the holding of the meeting of Unsecured Creditors. Therefore, the meeting of the Unsecured Creditors of the Transferor Company-5 is allowed to be dispensed with under Clause (9) of Section 230 of the Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 30 of the Companies Act, 2013. 8. Based on the prayers made by the Applicant Companies in the present Scheme of Merger, this Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, to issue notices to the Regional Director (Northern Region), Ministry of Corporate Affairs, Income Tax Authorities, RoC concerned and the Official Liquidator. 9. The authorities are directed to make objection/representations, if any within 30 days from the date of receipt of the notice. In the event that no objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections. 10. The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the notice board of the registered office of Companies. The Applicant Companies are also directed to send private notices to the authorities by way of speed post and file the proof of service along with the paper publication, by way of an affidavit before the next date of hearing. 11. The Company Petition(s) shall be presented, on or before, 7 days from the date of filing the Chairman's Reports with the registry. Accordingly, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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