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TMI Blog2021 (7) TMI 241X X X X Extracts X X X X X X X X Extracts X X X X ..... A)-42 (PB) 2021 - - - Dated:- 25-6-2021 - Dr. Deepti Mukesh, Member (J) And Sumita Purkayastha, Member (T) For the Appellant : Ahsaan Ahmad, Adv. ORDER Dr. Deepti Mukesh, Member (J) 1. This is joint application filed by the applicant companies herein, Hagen Engineers Consultants Private Limited ( brevity Transferor Company No. 1 ), Dove Consultants Private Limited ( brevity Transferor Company No. 2 ), Hitech Engineers Consultants Private Limited ( brevity Transferee Company ), under the provisions of Sections 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a in the name and style of Dove Consultants Private Limited and having its registered office at 2, Narinder Bhawan 448, Ring Road Azadpur Delhi-110033. The Authorized Share Capital is of ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each, while its issued, subscribed, and paid-up share capital of ₹ 5,05,000/- divided into 50,500 equity shares of ₹ 10/- each. 5. The Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 30th June 2003, vide CIN U74200DL2003PTC121121 with Registrar of Companies, NCT of Delhi Haryana in the name and style of Hitech Engineers Consultants Private Limited and having its registered office at 2, Narinder Bhawan 448 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ificate from Chartered Accountants certifying list of Unsecured Creditors is annexed. Hence, the issue of obtaining consent does not arise. In relation to the equity shareholders, it seeks dispensing with holding/convening of the meetings as 100% consent affidavits are placed on record. Since there is no secured and unsecured creditors, therefore the necessity of convening/holding a meeting does not arise. 9. With regards the Transferor Company No. 2 it is stated as under: a) The company has 5 equity shareholders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents and no objection by way of affidavits holding 100% of voting share. b) The Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. It is submitted that, by the all-applicant companies, that as on 31st December 2020, there are nil statutory and other dues. 11. The appointed date as specified in the Scheme is 1st April 2020 subject to the directions of this Tribunal. 12. Taking into consideration the submissions and the documents placed on record, we issue the following directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors as follows: A. In relation to the Transferor Company No. 1: a. With respect to Equity shareholders: In view of consent affidavits from ..... X X X X Extracts X X X X X X X X Extracts X X X X
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