9911796707
TMI Blog2019 (12) TMI 1434X X X X Extracts X X X X X X X X Extracts X X X X ..... Company. 2. The Applicant Companies inter alia seek an order to dispense with convening the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors for consideration of the Scheme of Amalgamation ("Scheme" for short) between the Applicant Companies and their respective shareholders and creditors as envisaged under the Scheme. 3. The Registered Offices of the Applicant Companies are situated in the State of Andhra Pradesh and therefore, they are within the jurisdiction of this Tribunal. 4. Brief facts leading to the filing of present case are as follows: (a) The Applicant/Transferor Company-I was incorporated as a Private Limited Company on 10.10.2009 and converted into a Public Company on 01.10.2010. The Authoris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal institution, convention centers, research centers required for school halls etc. (c) The Applicant/Transferor Company-Ill was incorporated as a Private Limited Company on 28.06.2016 and the Authorised Share Capital as on 31.03.2019 is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up share capital is Rs. divided into 10,000 equity shares of Rs. 10/- each. Main objects of the Company are to carry on the business of support services to educational institutes, schools, colleges, coaching centers in India and abroad. (d) The Applicant/Transferee Company was incorporated as a Private Limited Company on 05.11.2009 and the Authorised Share Capital as on 31.03.2019 is Rs. 25,00,00,000/- di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 8. The Applicant Transferor Company-I has filed certificate of the Auditor stating that as on 30.06.2019 there are Seven (7) Equity Shareholders together holding 1,79,30,565 equity shares, out of which Two (2) Equity Shareholders together holding 1,79,30,560 equity shares constituting 99.99% and they have given their consent in the form of affidavits agreeing the Scheme. Further, there is One (1) Preference Shareholder holding 59,78,298 preference shares and has given its consent in the form of Affidavit agreeing to the Scheme. 9. The Applicant Transferor Company-I has filed certificate of the Auditor stating that as on 30.06.2019 there are no Secured Creditors in the Transferor Company-I. 10. The Applicant Transferor Company-I has fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of affidavit agreeing to the Scheme. 14. The Applicant Transferor Company-Ill has filed certificate of the Auditor stating that as on 30.06.2019 there are Two (2) Equity Shareholders together holding 10,000 equity shares, out of which One (1) Equity Shareholder holding 9,999 equity shares constituting 99.99% and has given its consent in the form of affidavit agreeing to the Scheme. 15. The Applicant Transferor Company-Ill has filed certificate of the Auditor stating that as on 30.06.2019 there are no Secured Creditors in the Transferor Company-Ill. 16. The Applicant Transferor Company-Ill has filed certificate of the Auditor stating that as on 30.06.2019 there is One (1) Unsecured Creditor for a sum of Rs. 11,25,00,000/- and has given it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... avit agreeing to the Scheme. Hence the meeting of the Unsecured Creditors of the Transferor Company-Il and Transferor Company-Ill are dispensed with, in terms of Section 230(9) of the Act. The Transferee Company has no unsecured creditors. Thus no meeting is contemplated. 24. The Transferor Company No. I has seventy seven (77) Unsecured Creditors as on 30.06.2019 as per the report of the Auditor having total debt of Rs. 57,77,818/-. Thirty Five (35) Unsecured creditors have given their consent to the Scheme by way of affidavits. Later, a memo dated 18.11.2019 was filed showing discharge of 40 unsecured creditors having a debt to the tune of Rs. 13,61,963/-. As per order dated 20.12.2019, the Petitioner furnished the Report of the Auditor c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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