9911796707
TMI Blog2021 (7) TMI 241X X X X Extracts X X X X X X X X Extracts X X X X ..... nts Private Limited ("brevity Transferee Company"), under the provisions of 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 Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. 2. Affidavits in support of the above application has been sworn by Mr. Rajeev Kumar Bansal for Transferor Company No. 1 and Transferor Company No. 2 and Mr. Sandeep Bansal for Transferee Company, being the respective Authorized Signatory, all authorized vide Board Resolution dated 01.02.2021. It is also represented that the registered office of all the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Companies Act, 1956 on 30th June 2003, vide CIN U74200DL2003PTC121121 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Hitech Engineers & Consultants Private Limited" and having its registered office at 2, Narinder Bhawan 448, Ring Road Azadpur Delhi-110033. The Authorized Share Capital is of Rs. 4,80,00,000/- divided into 48,00,000 equity shares of Rs. 10/- each, while its issued, subscribed, and paid-up share capital of Rs. 2,24,88,000/- divided into 22,48,800 equity shares of Rs. 10/- each. 6. The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Associations, inter alia delineating their object clauses, as well as their last Audited Annual Accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents and no objection by way of affidavits holding 100% of voting share. b) The Company has Nil Secured Creditor, Certificate from Chartered Accountants certifying list of Secured Creditors is annexed, Hence, the issue of obtaining consent does not arise. c) The company has Nil Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed, Hence, the issue of obtaining consent does not arise. In relation to the equity shareholders, it seeks dispensing with holding/convening of the meetings as their consents affidavits are placed on record. Since there is no se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uity Shareholders, Secured and Unsecured Creditors as follows: A. In relation to the Transferor Company No. 1: a. With respect to Equity shareholders: In view of consent affidavits from all equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b. With respect to Secured Creditor: In view of no secured creditor, the issue of holding meeting does not arise. c. With respect to Unsecured Creditors: In view of no unsecured creditor, the issue of holding meeting does not arise. B. In relation to the Transferor Company No. 2: a. With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share been filed, conv ..... X X X X Extracts X X X X X X X X Extracts X X X X
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