TMI Blog2021 (9) TMI 485X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies (Compromises, Arrangements and Amalgamations) Rules, 2016. The instant applications have been filed in respect of Scheme of Amalgamation of M/s. U4IC International Private Limited (hereinafter referred to as Transferor Company-1 ) and M/s. VKC Footwear International Private Limited (hereinafter referred to as Transferor Company-2 ) with M/s. Walkaroo International Private Limited (hereinafter referred to as Transferee Company ). The Board of Directors of the Transferor Company and Transferee Company vide their resolutions dated 04th, March, 2021 respectively approved the said Scheme of Amalgamation. 2. The Applicant Companies through this Application has sought following prayers:- i) For dispensing with convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Companies-1 2 and Transferee Company; and ii) For dispensing with convening, holding and conducting of the meeting of Secured Creditors of the Transferor Companies 1 2 and Transferee Company; and iii) For dispensing with convening, holding and conducting of the meeting of Unsecured Creditors of the Transferor Companies-1 2 and Transferee Company; iv) It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hirty Five) Unsecured Trade Creditors in relation to the Transferor Company-1 as on 31.01.2021. The list of Unsecured Trade Creditor is placed at page 629 to 642 of the typed set, duly certified by M/s. S. Lakshminarayanan Associates., Chartered Accountants filed as Annexure-N1 (Volume-II) along with the Application. The consent affidavits given by 25 (Twenty Five) unsecured Loan Creditors being 96.57% of total value of credit of Unsecured Loan Creditors are placed at pages 643 to 762 of the typed set filed as Annexure-N2 (Volume-II) along with the Application. The total value of the consenting unsecured loan creditors is ₹ 1,17,89,77,204.78/- M/s. VKC Footwear International Private Limited ...Transferor Company-2 i) The Transferor Company-2 viz., M/s. VKC Footwear International Private Limited is a Private Limited Company which was originally incorporated on 13.07.2010, under provisions of the Companies Act, 1956 in the State of Kerala. Subsequently, the Transferor Company - 2 shifted its Registered Office to Coimbatore, Tamil Nadu with effect from 03.12.2020. In this context, copy of certificate of Incorporation and Memorandum and Article of Association are a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company viz., M/s. Walkaroo International Private Limited is a Private Limited Company which was originally incorporated on 25.10.2011, under the name and style of VKC Foot Prints Global Private Limited under provisions of the Companies Act, 1956 in the State of Kerala. Subsequently it has changed its name from VKC Foot Prints Global Private Limited to Walkaroo International Private Limited with effect from 05.12.2011. Thereafter, the Transferee Company had shifted its registered office from the State of Kerala to the State of Tamil Nadu with effect from 19.07.2017. In this context, copy of certificate of Incorporation and Memorandum and Article of Association are annexed as Anneture-C1 of the Application. The Authorized Share Capital of the Transferee Company is ₹ 8,50,00,000/- (Rupees Eight Crore Fifty Lakh Only) consisting of 85,00,000 Equity Shares of ₹ 10/- each. The Issued, Subscribed and Paid-up Capital of the Transferee Company is 8,07,90,080/- (Rupees Eight Crore Seven Lakh Ninety Thousand and Eighty Only) consisting of 80,79,008 Equity Shares of ₹ 10/- each. ii) The Transferee Company has 33 (Thirty Three) Equity Shareholders as on 31.0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e and copies of resolutions passed thereon have been placed on record by the companies. 5. The Appointed date as specified in the Scheme is 1st April, 2020 subject to the directions of this Tribunal. 6. The Statutory Auditors of the Transferor Companies 1 2 and Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. 7. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith 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-1: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are only 6 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 of the Equity shareholders for the approval of the scheme is hereby dispensed wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Loan Creditors does not arise. Hence, the meeting of the Unsecured Loan Creditor is hereby allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. C) IN RELATION TO TRANSFEREE COMPANY: (i) With respect to Equity shareholders: Since it is represented by the Transferee Company that there are only 33 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 of the Equity shareholders for the approval of the scheme is hereby dispensed with. (ii) With respect to Secured Creditors: It is represented by the Transferee Company that there are 2 (Two) Secured Creditors in the Company, the consent by way of affidavits has been obtained and the same is placed on record, the necessity of convening and holding a meeting of the Secured Creditors does not arise. Hence, the meeting of the Unsecured Creditors is hereby allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. (iii) With respect to Unsecured Loan Creditors: It is represented by the Transferee Company that there are 415 ( ..... 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