TMI Blog2022 (5) TMI 321X X X X Extracts X X X X X X X X Extracts X X X X ..... or the Appellant : Manish Gupta , CS ORDER Rahul Bhatnagar , Member ( T ) 1. This is joint application filed by the applicant companies herein, Jagdhatri Commodities Private Limited (for brevity Transferor Company-1 ), Timley Merchants Private Limited (for brevity Transferor Company-2 ), and Natraj Tie UP Private Limited (for brevity Transferee Company ) under Section 230-232 of Companies Act, 2013, and 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. Affidavits in support of the above application swo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Registered Office at Flat No. - A-11 UGF Neeti Bagh, New Delhi - 110049. The Authorized Share Capital of the Transferor Company No. 1 is Rs. 66,00,000/- divided into 66,00,000 equity shares of Rs. 1 each. The issued, subscribed and paid up share capital is Rs. 65,81,600/- divided into 65,81,600 equity shares of Rs. 1 each. 5. The Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 27.11.2006 vide CIN U51109DL2006PTC325174 with Registrar of Companies, NCT of Delhi Haryana and having its registered office Flat No. B-1003, Block B, 10/F, Sector-2, Phase-1, Dwarka, the SB Youth CGHS Ltd. PNO 6B, New Delhi 110075. The Authorized Share Capital of the Transferee Company is Rs. 36,00,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany No. 2/Applicant No. 2 has 2 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 creditors was annexed. In relation to the Shareholders and Unsecured Creditors, it seeks to dispense with holding/convening of the meetings as their consent affidavits were placed on record. Since there were no Secured Creditors therefore the necessity of convening/holding a meeting does not arise. 10. It has been stated that the Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atment is in conformity with that prescribed under Section 133 of Companies Act, 2013. 13. The Petitioner Companies have stated that no proceedings for inspection, inquiry or investigation were pending against any of the Petitioner Companies. 14. The appointed date as specified in the Scheme and confirmed by this Tribunal is 01st April, 2021. 15. Taking into consideration the submissions and the documents filed therewith, the following directions are issued forthwith in respect of convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: A. In relation to the Transferor Company No. 1; a) With respect t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : In view of consent affidavit from the Unsecured Creditor, convening the meeting of Unsecured Creditors is dispensed with. 16. Notice of this application shall also be served on the following: a. Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003; b. Registrar of Companies at 4th floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; c. Official liquidator, Lok Nayak Bhavan, 8th Floor, Khan Market, New Delhi-110001; d. Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Building, IP Estate, New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN, wa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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