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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 ..... SHRI R. VARADHARAJAN, J. For the Applicants: Mr. Manoj Kumar Garg, Advocate Mr. Siddharth Patra, Advocate Mr. Achint Gupta, Advocate ORDER This is an application which is filed by the petitioner companies herein, M/s. Girja Shankar Agrochem Private Limited (for brevity Transferor Company ), with Anurati Buildcon Private Limited (for brevity Transferee Company ) jointly under 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 way of Amalgamation (hereinafter referred to as the SCHEME ) proposed between the applicants. The said Scheme is also annexed as Ann ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that a joint application filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Arrangements) Rules 2016 and it is also represented that the registered office of all the applicant companies are situated within 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 h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffidavit having been obtained all of which also been placed on record. 5. Learned Counsel for the Applicants also represents that the provisions of Section 233 of the Companies Act 2013 will not apply. In relation to the territorial jurisdiction, Ld. Counsel for the applicant companies submit that since the registered office of the respective companies fall within the purview of Registrar of Companies, NCT, New Delhi, this Tribunal has the necessary territorial jurisdiction 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion filed, it is evident that the Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 21 St Janurary 2010 vide CIN: U45400DL2010PTC198256 with Registrar of Companies, NCT of Delhi Haryana under the name and style of Anurati Buildcon Private Limited . 10. The Authorized Share Capital of the Transferee Company is ₹ 2,41,00,000/- (Rupees Two Crore-Forty One Lac Only) divided into 24,10,000 (Twenty Four Lac Ten Thousand) Equity Shares of ₹ 10/- (Rupee Ten only) each. The Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on date is ₹ 2,40,01,200/- (Rupees Two Crore Forty Lac One Thousand Two Hundred Only) divided into 24,00,120 (Twenty Four L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, 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: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company there are 2 Equity shareholders in the Company whose consents have been obtained and are 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. (ii) With respect to 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, therefor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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