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TMI Blog2022 (4) TMI 209X X X X Extracts X X X X X X X X Extracts X X X X ..... referred to as the "SCHEME") proposed between the applicants. 2. Affidavits dated 31.01.2022 in support of the above application sworn by Mr. Rakesh Gupta, the Director on behalf of Transferor Company No. 1-5 and Transferee Company, being the authorized signatory of the respective applicant companies, who has been authorized vide board resolutions dated 07.12.2021 for both the Transferor Companies and Transferee Company respectively, has been duly filed, along with the application. It was also represented that the registered office of the applicant companies are under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this Tribunal. 3. The Applicant Company No. 1/Transferor Company No. 1-Arudhara Infraprojects Pvt. Ltd. bearing Corporate Identification No. (CIN): U 70101DL2014 PTC 387331 was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 21st February, 2014, having its registered office at Office No. 204, S-561, Bhagwati Complex, Second Floor, School Block, Shakarpur, Delhi-110092. The Authorized Share Capital of the Demerged Company No. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital of the Transferor Company-4 is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000 divided into 10,000 Equity Shares of Rs. 10 each. The company was incorporated to carry on the business of infrastructure development, consultancy and other professional services. 7. The Applicant Company No. 5/Transferor Company No. 5-Big Infraprojects Pvt. Ltd. bearing Corporate Identification No. (CIN): U 70109 DL 2013 PTC 387656 was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 24th December, 2013, having its registered office at No. 204, S-561, Bhagwati Complex, Second Floor, School Block, Shakarpur, Delhi-110092. The Authorized Share Capital of the Transferor Company-5 is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000 divided into 10,000 Equity Shares of Rs. 10 each. The company was incorporated to carry on the business of infrastructure development, consultancy and other professional services. 8. Ri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssity of convening/holding a meeting did not arise. 13. It was stated that the Transferor Company-2 has 3 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has Nil Secured Creditor and 2 Unsecured Creditors. Certificate from Chartered Accountants certifying list of creditors was annexed. In relation to the shareholders & Unsecured Creditors, it seeks to dispense with holding/convening of the meetings as their consent affidavits have been placed on record. Since there were no Secured Creditors therefore, the necessity of convening/holding a meeting did not arise. 14. It was stated that the Transferor Company-3 has 3 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has Nil Secured Creditors and 1 Unsecured Creditor. Certificate from Chartered Accountants certifying list of credito ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecessity of convening/holding a meeting did not arise. 18. The Petitioner Companies confirmed that the provisions relating to the accounting treatment for the proposed amalgamation, as contained in the Scheme of Amalgamation, were in conformity with the applicable provisions of the Companies Act, 2013. Certificates from respective Statutory Auditors of the Transferor Companies and the Transferee Company on the accounting treatment, as proposed in the Scheme, were annexed to the application and it is clearly stated that the Accounting treatment is in conformity with the applicable prescribed under Section 133 of Companies Act, 2013. 19. The Petitioner Companies have stated that no proceedings for inspection, inquiry or investigation were pending against any of the Petitioner Companies. 20. The appointed date as specified in the Scheme was 01st April, 2021 subject to the directions of this Tribunal. 21. Taking into consideration the submissions made and the documents filed therewith, we issue the following directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... davits which have been filed from 2 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors; therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: In view of consent affidavit from 3 Unsecured Creditors, convening the meeting of Unsecured Creditors is dispensed with. F. In relation to Transferee Company: a) With respect to Equity shareholders: In view of consent affidavits which have been filed from 3 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors; therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: In view of consent affidavit from 1 Unsecured Creditor, convening the meeting of Unsecured Creditors is dispensed with. 22. Notice of this application shall also be served on the following: (i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New De ..... X X X X Extracts X X X X X X X X Extracts X X X X
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