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TMI Blog2018 (1) TMI 1641X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. The said Scheme is also annexed as Annexure "A/15" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident inter alia from the reliefs sought for in the Application, namely: (a) Pass orders/ directions dispensing with convening, holding and conducting of the meetings of the shareholders and unsecured creditors of the applicant companies; (b) Alternate to prayer made in paragraph (a) above, pass orders/ directions, directin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi. 3. In relation to M/s. Girja Shankar Agrochem Private Limited being the Transferor Company, in the Scheme marked as Annexure "A/15", it is represented that it is having 2 Equity Shareholders and 1 Preference Shareholder and all of them have given their respective consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has 3 Unsecured Creditors and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has no Secured Creditor as on 31.03.2017. In relation to the shareholders and unsecured cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to entertain the joint application. 6. We have perused the joint application and the connected documents / papers filed therewith including the Scheme of Arrangement contemplated between the Applicant companies. 7. From the certificate of incorporation filed, it is evident that Transferor Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 4" September 1995 with Registrar of Companies, West Bengal under the name and style of "M/s Gitja Shankar Agrochem Private Limited". Later on the Transferor Company as evidenced by Annexure - A/3 which brings forth the fact that the company has shifted its registered office to National Capital Territory of New Delhi and such alteration having been confirmed b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ten only) each. The Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on date is Rs. 2,40,01,200/- (Rupees Two Crore Forty Lac One Thousand Two Hundred Only) divided into 24,00,120 (Twenty Four Lac One Hundred Twenty) Equity Shares of Rs. 10/- (Rupee Ten only) each. 11.Both the applicants have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses as well as their last available audited financial statements for the year ended 31.03.2017 along with the Provisional financial statement as on 30.09.2017. 12. The Board of Directors of the Applicant companies vide meeting held on 01.11.2017, have unanimously approved the proposed Scheme of Amalgamation as contemplated a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Preference shareholder: Since it is represented by the Transferor Company there is only Preference shareholder in the Company whose consent has also been obtained and placed on record, therefore the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (iii) With respect to Secured Creditor: Since it is represented by the Transferor Company that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise. (iv) With respect to Unsecured Creditors: Since it is represented by the Transferor Company that there are 3 Unsecured Creditors in the company whose consents have been obtained and are placed on record, therefore the nece ..... X X X X Extracts X X X X X X X X Extracts X X X X
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