9911796707
TMI Blog2022 (1) TMI 1138X X X X Extracts X X X X X X X X Extracts X X X X ..... 6, duly supported by separate affidavits of the Applicant Companies, for seeking appropriate directions for dispensing with the holding/convening of the meetings of the respective shareholders and creditors of all 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. Transferor Company 1 was incorporated under the Companies Act, 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... TED" with the office of Registrar of Companies, NCT of Delhi and Haryana, under the CIN. U74899DL1974PTC007361. Its authorized share capital is Rs. 5,00,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each while its issued, subscribed, and paid-up capital is Rs. 2,80,80,000/- divided into 2,80,800 equity shares of Rs. 100/- each. 7. Now with intent of aligning the businesses undertaken by the Transferor Companies and the Transferee Company as the Transferor Companies are wholly-owned subsidiaries of the, Transferee Company and in order to consolidate and simplify the group structure and effectively manage the Transferor Companies and Transferee Company as a single entity, it is proposed by way of this scheme to amalgamate Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xure A-6, A-7 (colly)). It has 2 unsecured creditors as on 06.09.2021 (Amt. due to them as on 06.09.2021 is Rs. 12,550/). Out of 2 unsecured creditors 1 unsecured creditor, 95.1% in value (Due Amount Rs. 11,943/-) has given their consent affidavit and has been placed on record Annexure G, Additional Affidavits dated 07.09.2021. Transferor Company 1 has NIL secured creditors Annexure A-8. The certificate of Auditor in respect of list of Secured as well as Unsecured Creditors and their Consent Affidavit for the proposed Amalgamation has also been placed on record. In respect of shareholder as well as Unsecured Creditors, prayer has been made for issuance of directions for dispensing the convening of the meeting of the shareholders. 10. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s been placed on record Annexure I Additional Affidavits dated 07.09.2021. Transferor Company 1 has NIL secured creditors Annexure A Additional Affidavit dated 07.09.2021 has been placed on record. The certificate of Auditor in respect of list of Secured as well as Unsecured Creditors and their Consent Affidavit for the proposed Amalgamation has also been placed on record. In respect of shareholder as well as Unsecured Creditors, prayer has been made for issuance of directions for dispensing the convening of the meeting of the shareholders. 12. It is submitted that the Transferee Company has 7 Equity Shareholders. The certificate of Auditor in respect of list of Equity Shareholders and their Consent Affidavit for the proposed Amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 31 (colly)). 15. All the companies have submitted that no proceedings are pending under the provisions of the Companies Act against any of the applicant company. In this regard, a separate affidavit in accordance to Sec 230(2)(a) has been placed on record. 16. Further, it has been stated in the application that the Scheme is not prejudicial to the interests of the shareholders, and creditors of the applicant companies. The Scheme will be beneficial to all the applicant companies and their respective shareholders, and creditors. 17. As per the scheme of Amalgamation (Para 1.11 of the Scheme), Effective Date of scheme of Amalgamation means the date on which Scheme shall become effective pursuant to Clause 19 of this Scheme. Appointed date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i. With respect to secured creditors: As there is no secured creditor in the Transferor Company 2, the requirement of convening meeting of secured creditors does not arise. iii. With respect to unsecured creditors: Meeting of 2 unsecured creditors in the Transferor Company 2 is directed to be dispensed pursuant to the power under section 230(9) of the Companies Act, 2013 as 99.2% written consent (1 in number) has been obtained by way of affidavits for the proposed merger and has been placed on record (Annexure H) C. In relation to Transferor Company 3 i. With respect to Equity Shareholders: Meeting of the 2 equity shareholders is directed to be dispensed with as the 100% written consent has been obtained by way of affidavits for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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