9911796707
TMI Blog2021 (6) TMI 785X X X X Extracts X X X X X X X X Extracts X X X X ..... Rules, 2016, duly supported by separate affidavits of the Applicant Companies, for seeking appropriate directions for convening and dispensing the meetings of shareholders and creditors of both the Applicant companies for approval of the proposed Scheme of Amalgamation as contemplated between the applicant companies. The said Scheme of Amalgamation (hereinafter referred to as the "Scheme") has been placed on record along with the joint application. 2. It is represented that the registered office of all the applicant companies is situated in New Delhi and therefore the subject matter of this joint application falls within the Jurisdiction of this Bench. 3. The Applicant No. 1/Transferor Company- Highorbit Careers Private Limited [Corporate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... style of "Info Edge (India) Limited, incorporated on 27th April, 2006 and registered at the office of Registrar of Companies, NCT of Delhi and Haryana having its Corporate Identification No. is L74899DL1995PLC068021. Its present authorized share capital is Rs. 150,00,00,000/- divided into 15,00,00,000 equity shares of Rs. 10/- each, while its issued, subscribed and paid-up capital Rs. 128,58,41,200/- divided into 12,85,84,120 equity shares of Rs. 10/- each. 6. It is submitted that the Transferee Company has 67466 Equity Shareholders. It is further represented by the counsel for Applicants that the transferee company has (02) secured creditors and (112) unsecured creditors. The certificates of chartered accountant in respect of creditors h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rmity with Section 133 of the Companies Act, 2013 have been placed on record. 13. Taking into consideration the application filed jointly by the Applicant Companies the following directions are issued:- A. In relation to Transferor Company i. With respect to Equity Shareholders: Meeting of the equity shareholders of the Transferor Company No. 1 is allowed to be dispensed with as 100% of the shares are held by the Transferee Company. The Board of Directors of the Transferee Company has approved the Scheme and has given the consent by way of an Affidavit that placed on record. Therefore, the meeting of the equity shareholders of the Transferor Company is hereby allowed to be dispensed with. ii. With respect to secured creditors: As ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erson and Ms. Mallika Tayal (Mobile No. 9044297143) Email id is ([email protected]) is appointed as Scrutinizer for the aforementioned meetings as may have been directed to be convened by this Tribunal. D. In case the quorum as noted above for the above meetings are not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. The Chairperson and Alternate Chairperson appointed herein along with scrutinizer shall ensure that the attendance properly maintained. E. The fee of the Chairperson for the aforesaid meetings shall be Rs. 50,000/- and the fee of the Alternate Chairperson shall be Rs. 50,000/- the fee of the Scrutin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... endayal Antyodaya Bhawan (earlier known as Paryawaran Bhawan), C.G.O. Complex, New Delhi-110003; (ii) Registrar of Companies, N.C.T. of Delhi & Haryana at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; (iii) Income Tax Department through its nodal office at Lawyer's Chamber, Block 1, Room Nos. 428 & 429 Delhi High Court, New Delhi and the jurisdictional assessment office of the Petitioner Companies; (iv) SEBI at SEBI Bhavan BKC, Plot No. C4-A, 'G' Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra; (v) NSE at Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East) Mumbai-400051, Maharashtra; (vi) BSE at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Maharashtra; and to the (vii) ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
