TMI Blog2021 (12) TMI 1021X X X X Extracts X X X X X X X X Extracts X X X X ..... ting of Shareholders of the Transferee Company and convening the meeting Unsecured Creditors and dispensing the meeting of Secured Creditors of the Transferee Company for approval of the 'Scheme of Amalgamation', which shall take effect from the Appointed Date of 01.01.2021. 2. That Howzat Games Private Limited (hereinafter referred as the "Applicant No. 1/Transferor Company") having CIN U74999DL2018PTC331622 is a private limited company incorporated under the Erstwhile Companies Act, 1956 on 27.03.2018. The registered office of the Transferor Company No. 1 is situated at 55, 2nd Floor, Lane-2, Westend Marg, Saidullajab, Near Saket Metro, New Delhi-110030. The Authorised Share Capital of the Company is Rs. 1,00,000/- and Paid-up sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 1,00,00,000/- and Paid-up share Capital of the company is Rs. 50,00,000/-. 6. That the present Application has been jointly filed by all the Transferor and Transferee Companies. The Transferor' and Transferee' Company together are called Applicant Companies' hereinafter. That the Registered offices of all the Companies are in Delhi and therefore, the jurisdiction lies with this Bench. 7. It is seen from the record that the Board of Directors of the Applicant Companies vide separate meetings held on 31.05.2021 have approved the proposed 'Scheme of Amalgamation'. 8. It is stated by the Applicant Companies that the aforesaid Scheme of Amalgamation will result in the following advantages: "1. To undertake the desig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed their respective Memorandum of Association (MoAs) and Articles of Association (AoAs). All the Applicant Companies have filed their latest Balance Sheets as on 31.03.2020. 12. That the position regarding both the Applicant Companies wise no. of Shareholders and Creditors and their Consent through Affidavits is summarised below: 13. That all the shareholders of the Applicant Companies have given 'no objection' to the Scheme on respective affidavit. Therefore, the requirement of convening the Meetings of Shareholders in respect of the Applicant Companies is dispensed with. 14. That the consent of Unsecured creditors of the Transferee Company has not been obtained. Therefore, the separate meeting of the Unsecured Creditors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... papers namely, "Business Standard" (English, Delhi edition) and "Business Standard" (Hindi, Delhi edition) not less than 30 days before the aforesaid meetings. viii) The Voting shall be allowed on the proposed Scheme by voting in person. The Chairman shall be responsible to report the result of the meeting within a period of 7 days of the date of the meeting with details of voting on the proposed Scheme. 15. That in accordance with Section 230(5) of the Companies Act, 2013, the Transferor Company shall serve the notices of these meetings to the following Authorities, namely: a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, b) Registrar of Companies (NCT of Delhi & Haryana), Ministry of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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