9911796707
TMI Blog2020 (12) TMI 1180X X X X Extracts X X X X X X X X Extracts X X X X ..... , Iskcon Industrial Consultancy Private Limited, S K Y Gases Private Limited, Iskcon Finance Company Private Limited, AJ Energy Private Limited jointly 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. An affidavit in support of the above application sworn by Mr. Sanjeev Kumar on behalf of all six Transferor Companies and Transferee Company being the authorized representatives of the applicant companies, who have been authorized vide board resolution dated 20.01.2020for all the Applicant companies. It is also represented that the registered office of all 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 Transferor Company No. 1 is a private limited company incorporated under the provisions of Companies Act, 1956 vide CIN U40108DL2010PTC201674 with Registrar of Companies, NCT of Delhi Haryana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mited company, incorporated under the provisions of Companies Act, 1956 vide CIN U65929DL2006PTCPTC148123with Registrar of Companies, NCT of Delhi Haryana in the name and style of Iskcon Finance Company Private Limited . The registered office of the company is situated at 401 Mahavir Ji Complex Lsc Rishab Vihar Delhi 110092. The Authorized Share Capital of the Transferor Company No. 6 is ₹ 20,00,000/- and the Paid-Up Share Capital is ₹ 1,00,000/-. 9. The Transferee Company is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN U40107DL2010PTCPTC198189with Registrar of Companies, NCT of Delhi Haryana in the name and style of AJ Energy Private Limited . The registered office of the company is situated at Plot No. 3, Mahaveerji Complex Loc Rishab Vihar Delhi 110092. The Authorized Share Capital of the Transferor Company No. 7 is ₹ 5,00,000/- and the Paid-Up Share Capital is ₹ 1,00,000/- 10. The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and five Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all of them have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of the meetings as consents are placed on record. 15. It is stated that the Transferor Company No. 4 is having four Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and twenty-seven Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NIL Secured Creditors and forty-four Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, the Company seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no consents are obtained from unsecured creditors. 19. The appointed date as specified in the Scheme is 01st April, 2019 subject to the directions of this Tribunal. 20. Taking into consideration the submissions 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 dispensing with the same as well as issue of notices including by way of paper publication as follows: - A) In relation to the Transferor Company No 1: (i) With respect to Equity shareholders: In view of consent affid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: It is represented by the Transferor Company No. 4 that there are 27 unsecured creditors in the Company. Meeting of the unsecured Creditors be convened on 13.02.2021 at 01:00 P.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting shall be 9 in numbers. E) In relation to the Transferor Company No 5: i) With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. ii) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. iii) With respect to Unsecured Creditors: There are no Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise. F) In relation to the Transferor Company No 6: i) With respect to Equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Ishwar Chandra Mohapatra - ₹ 1,00,000/- and c) The observer, Mr. Harshit Pandey -₹ 75000/- v. The chairperson(s) will file their reports within a week from the date of holding of the above said meetings. vi. The notice of the above said meetings shall be sent by the Applicant companies through registered post or through courier or through email, 30 days in advance before the scheduled date of the meeting , indicating the day, date, the place and the time as aforesaid, together with a scheme of amalgamation , copy of explanatory statement as required to be sent under the companies Act, 2013 , the prescribed from of proxy shall also be sent along and in addition to the above and any other documents as may be prescribed under the Act or rules may also be duly sent with the notice. vii. The Applicant Companies shall publish advertised in the newspapers namely, Business Standard (English, Delhi edition) and Business Standard (Hindi, Delhi edition) not less than 30 days before the aforesaid meetings. viii. Voting shall be allowed on the proposed Scheme by voting in person, the chairperson shall be responsible to report the result of the mee ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
