9911796707
TMI Blog2019 (12) TMI 1532X X X X Extracts X X X X X X X X Extracts X X X X ..... d ( Transferee Company ) under Sections 230 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 (herein also referred to as the Scheme ) proposed between the applicants. The said Scheme is also submitted along with the application as Annexure No. 14. The Applicants above named have preferred the instant Application in effect for the following purpose as evident inter alia from the reliefs sought vide Company Application No. 314/230/JPR/2019 filed on 02.12.2019, namely: (i) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of equity shareholders of the Transferor Company-1; (ii) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of Secured Creditors of the Transferor Company-1; (iii) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of Unsecured Creditors of the Transferor Company-1; (iv) Appropriate directions may kindly be issued for dispensing with the requir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror Company No. 1) 4 NIL NIL 2 Four Seasons Trails Private Limited (Transferor Company No. 2) 2 NIL NIL 3. Pinky Forex Tours and Travels Private Limited (Transferee Company) 3 3 3 The applicants contend that all the equity shareholders, secured creditors and unsecured creditors of the respective Applicant Companies have given their consent through affidavits taken on record. 4. In relation to the territorial jurisdiction, learned counsel for the Applicant Companies submits that since the Registered Office of the respective Companies falls within the purview of Registrar of Companies, Jaipur, this Tribunal has the necessary territorial jurisdiction to entertain this joint application. 5. We have perused the joint application and the connected documents/papers filed therewith including the Scheme of Arrangement by way of Amalgamation contemplated between the Applicant Companies. 6. Perusal of the Application filed by the applicants indicates the deta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors or dispensing with the same, as well as issue of notices including by way of paper publication: (A) In relation to Transferor Companies: (i) With respect to Equity Shareholders: It is stated that Equity Shareholders in both the Transferor Companies have given their consents via affidavit, which are placed on record, therefore, the necessity of convening and holding a meeting to consider the approval of the Scheme is dispensed with. (ii) With respect to Secured Creditors: Since it is represented that there are no Secured Creditors in both the Transferor Companies; therefore, the necessity of convening and holding a meeting to consider, the approval of the Scheme is dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented that there are no Unsecured Creditors in both the Transferor Companies; therefore, the necessity of convening and holding a meeting to consider the approval of the Scheme is dispensed with. (B) In relation to Transferee Company; (i) With respect to Equity Shareholders: Since it is represented that Equity Shareholders in the Transferee Company have given their consents, which are placed on record, ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e quorum fixed, if not more in relation to approval of the Scheme. (ii) Mr. Sandeep Jain, CS (Mobile No. 9828050920) is appointed as the Chairperson and Mr. Deepak Arora, CS (Mobile No. 9351788834) is appointed as the Scrutinizer for the meeting of Secured Creditors, which is directed to be convened by this Tribunal. (iii) The honorarium of the Chairperson for the aforesaid meetings shall be ₹ 30,000/- and the honorarium of the Scrutinizer shall also be ₹ 30,000/- in addition to re-imbursement of their incidental and out of pocket expenses. In case of un-availability of the Chairman for any reason, the Scrutinizer shall discharge the responsibilities/function of the Chairperson in addition to his role as Scrutinizer. The Chairperson and Scrutinizer will file their joint report within a week from the date of holding of the above said meeting. (iv) Individual notice(s) of the above said meeting shall be sent by the Transferee Company to those Secured Creditors through post/courier and through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and the time as aforesaid, together with a copy of Scheme of Amalgamatio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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