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TMI Blog2016 (12) TMI 1361X X X X Extracts X X X X X X X X Extracts X X X X ..... of filing of the company petition or any further application by the Transferee Company for sanction to the proposed scheme. The said prayer clause (iii) of the present application is therefore dismissed as not pressed. - CO. APPL. (M) 127/2016 - - - Dated:- 24-12-2016 - MR. SIDDHARTH MRIDUL J. Applicant/Transferee Company Through: Mr. Anirudh Das, Mr. Kamaljeet Singh and Mr. Vikram Shah, Advocates for the Applicants. SIDDHARTH MRIDUL, J. 1. This joint application has been filed under Section 391 of the Companies Act, 1956 (hereinafter referred to as the Act ) read with Rule 9 of the Companies (Court) Rules, 1959 by the Applicant Companies seeking directions of this Court to dispense with the requirement of convening the me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he name of the Transferor Company no.1 was thereafter changed to its present name and a fresh certificate of incorporation dated 22.05.2007 was issued in this regard by the Registrar of Companies, National Capital Territory of Delhi and Haryana. 4. The authorized share capital of the Transferor Company no.1 as on 31.03.2015 is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company no.1 as on 31.03.2015 is ₹ 15,00,000/- divided into 1,50,000 equity shares of ₹ 10/- each. 5. The Transferor Company no.2 was incorporated under the Act on 14.01.2002 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Haryana. 12. The authorized share capital of the Transferor Company no.5 as on 31.03.2015 is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferor Company no.5 as on 31.03.2015 is ₹ 15,00,000/- divided into 1,50,000 equity shares of ₹ 10/- each. 13. The Transferor Company no.6 was incorporated under the Act on 18.10.2007 with the Registrar of Companies, National Capital Territory of Delhi and Haryana. 14. The authorized share capital of the Transferor Company no.6 as on 31.03.2015 is ₹ 50,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies have been filed on record. The audited balance sheets, as on 31.03.2015, of the Applicant Companies, along with the reports of the auditors, have also been filed. 20. A copy of the proposed scheme has been placed on record and the salient features thereof have also been incorporated and set out in detail in the present application and the accompanying affidavits. It is submitted by learned counsel appearing on behalf of the Applicant Companies that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and that the proposed scheme will result in economisation and reduction of administrative and managerial costs; alignment, coordination and streamlining of day to day management of all the companies; and creat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies that no proceedings, as on the date of filing of the present application, under Sections 235 to 250A of the Act or the applicable provisions of the Companies Act, 2013, are pending against the Applicant Companies. 23. The Board of Directors of the Applicant Companies in their separate meetings held on 27.10.2015 have unanimously approved the proposed scheme. Copies of the resolutions passed at the meetings of the Board of Directors of the Applicant Companies have been placed on record. 24. Each of the Transferor Companies has 7 equity shareholders. All the equity shareholders of the Transferor Companies have given their written consents/NOC to the proposed scheme. Their written consents/NOC have been placed on record. They hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 of 2016 titled Augere Wireless Broadband India Private Limited with Bharti Airtel Limited . 26. So far as the creditors of the Transferee Company are concerned, it is submitted on behalf of the Transferee Company that the proposed scheme does not contemplate any compromise or arrangement, within the meaning of Section 391(1)(a) of the Act, with the creditors of the Transferee Company nor is there any variation of the rights of the creditors of the Transferee Company. The proposed scheme therefore will not adversely affect the interests of the creditors of the Transferee Company. Therefore, it is submitted that neither the convening meetings of the creditors of the Transferee Company, for the purpose of considering the proposed scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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