9911796707
TMI Blog2019 (12) TMI 1532X X X X Extracts X X X X X X X X Extracts X X X X ..... Company") under Sections 230 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 (herein also referred to as the "Scheme") proposed between the applicants. The said Scheme is also submitted along with the application as Annexure No. 14. The Applicants above named have preferred the instant Application in effect for the following purpose as evident inter alia from the reliefs sought vide Company Application No. 314/230/JPR/2019 filed on 02.12.2019, namely: (i) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of equity shareholders of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... passed in favour of the applicant companies; 2. An affidavit in support of the Application sworn for and on behalf of the Applicant Companies by one Mr. Rajendra Kumar Sancheti has been filed, being a common Director of all the Applicant Companies along with this Application. Counsel for the Applicants has drawn the attention of this Tribunal to the averments made in the Application as well as the typed set of documents annexed therewith. It is further represented that the joint Application filed by the applicants is maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and it is also represented that the Registered Office of all the applicant Companies are situated within the territor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hich are given by way of the tabulation as follows; Sr. No. Name of the Company Date of Incorporation Authorized Share Capital Issued, paid up and Subscribed Share Capital CTN No. 1 Four Seasons Restaurant Private Limited (Transferor Company No. 1 09.09.1998 Rs. 5,00,000/-divided into 50,000 Equity Shares of Rs. 10/- Rs. 1,00,000/-divided into 10,000 Equity Shares of Rs. 10/- each. U55201RJ1998PTC015107 2 Four Seasons Trails Private Limited (Transferor Company No. 2) 29.04.2002 Rs. 5,00,000/-divided into 50,000 equity shares of Rs. 10/-each Rs. 1,51,000/-divided into 15,100 equity shares of Rs. 10/- each U63040RJ2002PTC017586 3. Pinky Forex Tours And Travels Private Limited (Transferee Company) 01.12.1995 Rs. 5,00,00,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re, the necessity of convening and holding a meeting to consider the approval of the Scheme is dispensed with. (ii) With respect to Secured Creditors: Since it is represented that there are no Secured Creditors in both the Transferor Companies; therefore, the necessity of convening and holding a meeting to consider, the approval of the Scheme is dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented that there are no Unsecured Creditors in both the Transferor Companies; therefore, the necessity of convening and holding a meeting to consider the approval of the Scheme is dispensed with. (B) In relation to Transferee Company; (i) With respect to Equity Shareholders: Since it is represented that Equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.02.2020. The venue of the meeting shall be at the registered office of the Transferee Company. The quorum for the meeting of Secured Creditors shall be 25% in both value terms and as well number wise: - (i) In case the quorum as noted above for the above meeting of the Secured Creditors of Transferee Company is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the Transferee Company at leas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013, and the prescribed form of proxy, which shall also be sent along in addition to the above any and other documents as may be prescribed under the Act or Rules that may also be duly sent with the notice. (v) That the Transferee Company shall publish advertisement with a gap of at least 30 clear days before the aforesaid meeting, indicating the day, date and the place and time as aforesaid, to be published in two daily Newspapers 'Indian Express' in English and 'Mahanagar Times' in vernacular, stating that the copies of Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013, and the form of proxy shall be provided free of charge at the register ..... X X X X Extracts X X X X X X X X Extracts X X X X
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