TMI Blog2021 (6) TMI 323X X X X Extracts X X X X X X X X Extracts X X X X ..... mber (J) 1. These Applications have been filed by the Companies, namely M/s. Faery Estates Private Limited (for brevity Transferor Company ) and M/s. Airoli ITP Development Private Limited (for brevity Transferee Company ) under Sections 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 Amalgamation (hereinafter referred to as the SCHEME ) proposed by the Applicants. The said Scheme is also annexed as Annexure A7 to the CA/619/CAA/2020. 2. The Applicant Companies in the Company Applications have sought for the following reliefs: Transferor Company [CA/619/CAA/2020] 1. To ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equirement of issue and publication of notices for the same. 3. To direct the Applicant Company for service of notice to all the Statutory Authorities as required under the Rules. 4. To fix a date for presentation of the Company Petition and pass such other order or orders as this Hon'ble Bench may deem fit and proper in the circumstances of the case and render justice. 3. An affidavit in support of the above Applications are sworn for and behalf of the Transferor/Transferee Companies have been filed by one Mr. Mohan Muthanna Kudupoje, in the capacity as Director of the Transferor/Transferee Companies, along with the Application and it is also represented that the Registered office of both the Applicant Companies is situat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or and the Certificate issued by the Chartered Accountants is placed at page 175 of the typed set filed with the application and the Secured Creditor has given consent by way of Affidavit, which is placed at page 176 to 179. It is also represented that the Transferor Company is having Six (6) Unsecured Creditors and the Certificate issued by the Chartered Accountants to this effect is placed at pages 180 to 182 of the typed set filed with the application and upon the consent Affidavits of all the Six (6) Unsecured Creditors being obtained and placed at pages 183 to 202 of the typed set filed along with the Application, has sought for dispensation with holding of meeting. 5. In relation to the Transferee Company, in CA/620/CAA/2020 filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10/- each; 2,219,359 Class B equity shares of face value of ₹ 10/- each; 1,200,000 - 0.01% non-cumulative compulsorily convertible preference shares of ₹ 100/- each. The Issued, Subscribed and Paid-up Capital of the Transferor Company is Rs. ₹ 479,841,600/- (Rupees Four Hundred Seventy Nine Lakh Eight Hundred Forty One Thousand and Six Hundred only) consisting of 36,924,100 equity shares of face value of ₹ 10/- each; 1,106,006 - 0.01% non-cumulative compulsorily convertible preference shares of ₹ 100/- each. 8. From the Certificate of Incorporation filed, it is evident that Transferee Company is a Private limited company incorporated under the provisions of Companies Act, 2013 on 04.03.2020, with Registrar o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices including by way of paper publication as follows:- A) In relation to the Transferor Company: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are 2 Equity Shareholders in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (ii) With respect to Preference shareholders: Since it is represented by the Transferor Company that there is 1 Preference Shareholder and the entire Preferential Share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nted that there are NIL Secured Creditor and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: It is represented by the Transferee Company that there are 2 Unsecured Creditors in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. 14. The Applicant companies shall individually send notice to concerned Regional Director, MCA, the Income Tax Authorities, Registrar of Companies Chennai, Official Liquidator, as well as other Sectoral regulators who may have significant bearing on the operation of the applicant comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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