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TMI Blog2017 (6) TMI 1230X X X X Extracts X X X X X X X X Extracts X X X X ..... with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the SCHEME ) proposed between the Companies. The said Scheme is annexed as Annexure A to the application. The Applicant Companies above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in the Application, namely- I. Dispensing with requirement for convening the meeting of the Equity shareholders of the Transferor Company No.l and also to dispense with the requirement of issue and publication of notices for the same. II. Dispensing with requirement for convening the meeting of the Secured and Unsecured Creditors and members or any class thereof of the Transferor Company No. 1 and also to dispense with the requirement of issue and publication of notices for the same. III. Dispensing with requirement for convening the meeting of the Secured and Unsecured Creditors and members or any class thereof of the Transferor Company No.2 and also to dispense with the requirement of issue and publication of notices for the same. IV. Dispensing with requirement for convenin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irvan Clothing Company Private Limited being the Transferor Company/Applicant Company No. l, in the Scheme marked as Annexure - A , it is represented that it is having 3 (three) Equity Shareholders. It is further represented by the Counsel for the Applicants that the Transferor Company No. l has no Secured Creditor and is having one Unsecured Creditor. In relation to the shareholders and Unsecured creditors of the Transferor Company No. l, dispensation is sought for convening and holding of the meeting as consents have been obtained from 3 (three) shareholders and 1 (one) Unsecured Creditor and are placed on record. 3. In relation to Mikasa Enterprises Private Limited being the Transferor Company No.2 in the Scheme marked as Annexure - A , it is represented that it is having 3 (three) Equity Shareholders as on 28.02.2017. It is further represented by the Counsel for the Applicants that the Transferor Company No.2 as on 28.02.2017 has no Secured Creditor and is having Two Unsecured Creditors in addition to unsecured loan from its Director. In relation to the meetings of shareholders and 3 (three) Unsecured Creditors of the Transferor Company No.2, the dispensation of the meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... From the certificate of incorporation filed in relation to Transferor Company 2, it is evident that the Company was incorporated as a Private Limited Company on 19.01.2000 under the provisions of Companies Act, 1956 with the Registrar of Companies, NCT Haryana. 11. The authorized capital of Transferor Company No.2 as on 28.02.2017 is stated to be ₹ 10,00,000/-. The issued, subscribed and paid up capital is stated to be ₹ 1,66,000/-. 12. The Transferor Company No.2 was incorporated to carry on the business as manufacturer, fabricator, of all kinds of garments. 13. From the certificate of incorporation filed, it is evident that the Transferee Company was incorporated on 16th June, 2015. 14. The authorized capital of the Transferee Company as on 28.02.2017 is ₹ 20,00,00,000. The issued, subscribed and Paid-up capital of the company is ₹ 20,00,00,000/-. 15. The main objects of the Transferee Company/Applicant Company No.3 as reflected in its Memorandum of Association annexed as Annexure-M is as follows: 1) To carry on the business of Exporters, Importers, Manufacturers and Wholesale and Retail dealers of and in men s, women s clothing and wea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to significant overlaps in the business plans and the amalgamation would bring the expertise, technology and facilities under one roof. 18. The Board of Directors of the Applicant companies vide separate meetings held on 11.01.2017 have unanimously approved the proposed Scheme of Amalgamation as contemplated above and copies of resolutions passed in the meetings have been placed on record by the companies. 19. Both the companies aver that no investigation or proceedings are pending against them either under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 226 of the Companies Act, 2013 or under any other law. Further, the applicant companies also submit that the Scheme is not otherwise opposed to Public Policy or, against interests of the members of the applicant companies. 20. Taking into consideration the application filed by the Applicant companies and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the shareholders, secured and Unsecured Creditors or for its dispensation of the Applicant Companies as follows : (A) In relation to Transferor Company/Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the meeting will be 100 in number. (D) In case the quorum as noted above for the above meetings of the Applicant Companies are not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meetings. The Chairperson and Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. (E) Hon ble Justice Uma Nath Singh (Retd.) is appointed as the Chairperson and Mr. Siddharth Mittal, Advocate (09717230563) is appointed as the Alternate Chairperson for the meeting of Equity Shareholders, Creditors as may have been directed to be convened by this Tribunal as above of the Applicant Companies. (F) The fee of the Chairperson for the aforesaid meetings shall be ₹ 1,00,000 and the fee of the Alternate Chairperson shall be ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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