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TMI Blog2020 (12) TMI 1180X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 under the name and style of "PJS Energy Private Limited". The registered office of the company is situated at401 Mahavir Ji Complex LSC Rishab Vihar Delhi 110092. The Authorized Share Capital of the Transferor Company is Rs. 1,00,000/- and the Paid-up Share Capital is Rs. 1,00,000/- 4. The Transferor Company No.2 is a private limited company, incorporated under the provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Capital is Rs. 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 Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 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 the year ended 31.03.2019. 11. The Board of Directors of all six Applicant companies i.e. Transferor Companies and Transferee Company, have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of resolutions dated 20.01.2020 passed in the said board meetings have been placed on record. 12. It is stated that the Transferor Company No. 1 is having four Shareholders, Certificate from Chartered Accountants certifying ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. 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 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. 16. It is stated that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olding 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 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: It is represented by the Transferor Company No. 1 that there are 30 unsecured creditors in the Company. Meeting of the unsecured C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany 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 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: It is represented by the Transferor Company No. 6 that there are 9 unsecured creditors in the Company. Meeting of the unsecured Creditors be convened on 13.02.2021 at 02:30 P.M. through video conf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 meeting within a period of 3 days of the conclusion of the hearing with details of voting on the proposal scheme. 22. In addition to the public notice, each of the Applicant(s) shall serve the notice of the application on the following Authorities namely, (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhawan, CGO Complex, New Delhi-110003 (b) Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs; at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019, (c) the Income Tax Department through the Income Tax Cell at DCIT (High Court Cell), Lawyer's Chamber, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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