TMI Blog2022 (3) TMI 199X X X X Extracts X X X X X X X X Extracts X X X X ..... nd 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. It is represented that the registered offices of all the applicant companies are situated in New Delhi and therefore the subject matter of this joint application falls within the Jurisdiction of this Bench. 3. The Transferor Company is a private limited company, originally incorporated on 08th July, 1993 under the name and style of M/s. Paul Wurth India Private Limited under the provisions of Companies Act, 1956, bearing CIN U74899DL1990PTC054354, with registrar of Companies, NCT of Delhi and Haryana, having its registered office at B-402, Somdutt Chambers-I,5, Bhikaji Cama Place, New Delhi-110066, India. The Authorized Share Capital of the Transferor Company is ₹ 1,50,00,000/- divided into 15,00,000 equity shares of ₹ 10/- each as on 30th September, 2021, while its issued, subscribed and paid-up capital is ₹ 1,50,00,000/- divided into 15,00,000 equity shares of ₹ 10/- each ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nnexure D-4, D-5 and D-7 Colly from page 349 to 537. 9. The two Applicant Companies, vide meeting of Board of Directors held on 12.10.2021, have unanimously, approved the proposed Scheme of Amalgamation, as contemplated above. Copies of respective resolutions, passed in the said respective board meetings, have been placed on record as Annexure No. C-7 from page 286 to 289 and D-7 from page 538 to 540. 10. With respect to the Transferor Company, it is stated as under: a) The company has (02) Equity Shareholders, certificate from Chartered Accountants, certifying list of shareholders is annexed as Annexure C-9 at page 291 of this application, and all of them have given their respective consent by way consent affidavits holding 100% value, for the approval of the Scheme of Amalgamation, filed by the Applicant Companies which is placed on record as Annexure No. C-9 from page 292 to 301. b) The Company has (NIL) Secured Creditor, Certificate from Chartered Accountants certifying Nil Secured Creditors is annexed as Annexure No. C-10 from page 302 to 304 Hence, the issue of obtaining consent does not arise. c) The company has (225) Unsecured Creditor, Certificate from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant Companies. 12. The appointed date, as specified in the Scheme of Amalgamation, is 1st April 2021 subject to the directions of this Tribunal as mentioned in the Scheme of Amalgamation annexed as Annexure-A at from Page No. 58-102 of this Application. 13. Taking into consideration the submissions and the documents placed on record, we issue the following directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors as follows: A. In relation to the Transferor Company: a. With respect to Equity shareholders: In view of consent affidavits from all equity shareholders, holding 100% value mentioned at Annexure No. C-9 (Colly) at page 292 to 301, the requirement for convening/holding the meeting of equity shareholders is hereby dispensed with. b. With respect to Secured Creditor: In view of Nil secured creditor, the issue of convening and dispensing the meeting of Secured Creditor does not arise. c. With respect to Unsecured Creditors: Considering the number of unsecured creditors of the Transferor Company the Applicant's prayer is allowed for convening/holding of the meeting o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h scrutinizer shall ensure the attendance of the respective unsecured creditors are properly maintained. 16. The Remuneration for the Chairperson for the aforesaid meetings shall be ₹ 1,00,000/- and the Remuneration for the Alternate Chairperson shall be ₹ 75,000/- and the Remuneration for the Scrutinizer shall be ₹ 50,000/- in addition to meeting all their incidental expenses exclusive of GST. The Chairperson will file the reports within a week from the date of holding of the above said meetings. 17. Individual notices of the proposed meetings shall be sent by the two Applicant Company, through e-mail, and speed post to reach the parties, 30 days before the scheduled date of the meetings, indicating the day, date, the month, the place, mode and the time of aforesaid meeting, together with a copy of Scheme, copy of explanatory statement as required to be sent under the provisions of Companies Act, 2013, shall be sent. In addition to the above any other documents as may be prescribed under the Act or rules shall also be sent with the notice of the meetings to the respective Unsecured Creditors. 18. That the two Applicant Companies shall also publish advert ..... X X X X Extracts X X X X X X X X Extracts X X X X
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