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TMI Blog2021 (10) TMI 1087X X X X Extracts X X X X X X X X Extracts X X X X ..... mber) For the Applicants : Peruman Sarayan ORDER MS. R. SUCHARITHA (JUDICIAL MEMBER). - 1. This is an application filed by the applicant-companies, namely M/s. Jamuna Trdelinks P. Ltd. (for brevity transferor company-I ) and M/s. Navsha Homes P. Ltd. (for brevity transferor company-II) and M/s. Quick Metal Services P. Ltd. (for brevity transferor company-III ) with M/s. Shree Aagarsen Steel Industries P. Ltd. (for brevity transferee company ) under sections 230-232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the scheme of amalgamation and arrangement (hereinafter referred to a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... certificate issued by the chartered accountants to this effect is placed at page 279 of the typed set filed along with the application. (iii) There are 2 (two) unsecured creditors and certificate issued by the chartered accountants to this effect is placed at page 279 of the typed set filed along with the application and also the consent by way of affidavits given by both the creditors are placed at pages 273 to 278 and sought for dispensation with holding of meeting. 5. Navsha Homes P. Ltd. (transferor company-II) (i) There are 2 (two) equity shareholders and the certificate issued by the chartered accountants to this effect is placed at page 224 of the typed set filed with the application and also the consent by way of affidavit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ages 303 to 305 and sought for dispensation with holding of meeting. 7. Shree Aagarsen Steel Industries P. Ltd. (transferee company) (i) There are 9 (nine) equity shareholders and the certificate issued by the chartered accountants to this effect is placed at pages 270 to 271 of the typed set filed with the application and also the consent by way of affidavits given by all the equity shareholders are placed at pages 242 to 269 and sought for dispensation with holding of meeting. (ii) There is 1 (one) secured creditors and the certificate issued by the chartered accountants to this effect is placed at page 317(A) of the typed set filed along with the application and also the consent by way of affidavits given by the sole creditor is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... consisting of 40,000 equity shares of ₹ 100 each. The issued, subscribed and paid-up capital of the transferor company-II is ₹ 40,00,000 (rupees forty lakhs only) consisting of 40,000 equity shares of ₹ 100 each. 11. From the certificate of incorporation filed, it is evident that the transferor company-III is a private company incorporated under the provisions of Companies Act, 1956 on February 19, 2009. The authorized share capital of the transferor company-III is ₹ 40,00,000 (rupees forty lakhs only) consisting of 40,000 equity shares of ₹ 100 each. The issued, subscribed and paid-up capital of the transferor company-II is ₹ 40,00,000 (rupees forty lakhs only) consisting of 40,000 equity shares of & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the statutory auditors issued in this regard is placed at pages 394 to 397 of the typed set filed along with the application. 17. Taking into consideration the application filed by the applicant-company and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions as follows : (A) In relation to the transferor company-I (i) With respect to equity shareholders : Since it is represented by the applicant-company that there are two equity shareholders whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to secured creditors : Since it is represented b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... davits have been obtained and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to secured creditors : Since it is represented by the applicant-company that there is Nil secured creditor in the company and hence the necessity of convening a meeting does not arise. (iii) With respect to unsecured creditors : Since it is represented by the applicant-company that there is one unsecured creditor in the company whose consent by way of affidavit has been obtained and is placed on record, the necessity of convening and holding the meeting is dispensed with. (D) In relation to the transferee company (i) With respect to equity shareholders : Since it is represented by t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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