TMI Blog2022 (3) TMI 237X X X X Extracts X X X X X X X X Extracts X X X X ..... , by way of affidavit, to the scheme of compromise or arrangement. Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued - the scheme is approved - application allowed. - CA (CAA) 12/230-232/ND/2022 - - - Dated:- 22-2-2022 - Abni Ranjan Kumar Sinha, Member (J) And L.N. Gupta, Member (T) For the Appellant : Amit Goel, Adv. ORDER Abni Ranjan Kumar Sinha, Member (J) 1. This is an application filled by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 (for brevity The Act ) read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 (for brevity The Rules ) in relation to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the registered office of all the Applicant Companies are situated within the territorial jurisdiction of this Tribunal and falls within the domain of Registrar of Companies, NCT, New Delhi. 4. That it is submitted that the proposed amalgamation is sought to be made under the provisions of Section 230 to 232 of the Companies Act, 2013 and the same if sanctioned by this Tribunal the appointed date as provided in the Scheme shall be 01.04.2021. 5. That in relation to the Transferor Company No. 1, it has been represented that the company has 6 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Transferor Company No. 3 has NIL Secured and 2 Unsecured Creditors, whose consent affidavits have been placed on record. In relation to the shareholders, secured and unsecured creditors, the Transferor Company No. 3 seeks dispensation from convening and holding of their respective meetings, on the ground that all of them have given their consent affidavits in favour of the Scheme. 8. That in relation to the Transferor Company No. 4, it has been represented that the company has 4 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further submitted that the Transferor Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Company is ₹ 2,55,00,000/- divided into 25,50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Company is ₹ 2,54,00,000/- divided into 25,40,000 equity shares of ₹ 10/- each. 12. That the Transferor Company No. 2 - FOURTH DIMENSION MEDIA PRIVATE LIMITED was incorporated on 10.06.2003 in the state of Delhi under the provisions of Companies Act, 1956. The authorised share capital of the Company is ₹ 3,00,00,000/- divided into 30,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Company is ₹ 2,07,18,000/- divided into 20,71,800 equity shares of ₹ 10/- each. 13. That the Transferor Company No. 3 - SAGUN ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cord. 17. That the Applicant Companies have filed the Audited Financial Statements for the financial year ended 31st March, 2021. 18. That the Applicant Companies have submitted vide Affidavits dt. 17.11.2021 that no inspection, inquiry or investigation is pending against any of the Applicant Companies. 19. That the Certificate of respective statutory auditors of the Applicant Companies have been placed on record confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Companies Act, 2013. 20. Share Valuation Report dated 13.11.2021 obtained from Registered Valuer has also been placed on record. 21. In sequel to the above, in our considered view, the Tribunal, in view of the settled law, ..... 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 does not arise. iii. With respect to Unsecured Creditors: Since all the Unsecured Creditors have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting is dispensed with. C. In relation to the Transferor Company No. 3: i. With respect to Shareholders: Since all the shareholders have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting is dispensed with. ii. With respect to Secured Creditors: Since there is no Secured Creditor. Therefore, the necessity of convening and holding a meeting does not arise. iii. With respect to Unsecured Credi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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