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TMI Blog2022 (1) TMI 1138X X X X Extracts X X X X X X X X Extracts X X X X ..... Ajit Singh Tawar, Adv. For the Respondents : Hemlata Rawat, OL ORDER Avinash K. Srivastava, Member (T) 1. This application has been jointly filed by the Applicant Companies under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, duly supported by separate affidavits of the Applicant Companies, for seeking appropriate directions for dispensing with the holding/convening of the meetings of the respective shareholders and creditors of all the Applicant companies for approval of the proposed Scheme of Amalgamation as contemplated between the Applicant companies. The said Scheme of Amalgamation (her ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... elhi and Haryana, under the CIN. U63030DL2018PTC380930. Its authorized share capital is ₹ 4,50,00,000/- divided into 45,00,000 equity shares of ₹ 10/- each while its issued, subscribed, and paid-up capital is ₹ 3,40,00,000/- divided into 34,00,000 equity shares of ₹ 10/- each. 6. Transferee Company was incorporated under the Companies Act, 1956 on 19.07.1974 in the name and style of JETAIR PRIVATE LIMITED with the office of Registrar of Companies, NCT of Delhi and Haryana, under the CIN. U74899DL1974PTC007361. Its authorized share capital is ₹ 5,00,00,000/- divided into 5,00,000 equity shares of ₹ 10/- each while its issued, subscribed, and paid-up capital is ₹ 2,80,80,000/- divided into 2,80,8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Companies with the Transferee Company in order to benefit the stakeholders of all the three companies. 9. It is submitted that the Transferor Company 1 has 2 Equity Shareholders. The certificate of Auditor in respect of list of Equity Shareholders and their Consent Affidavit for the proposed Amalgamation has also been placed on record (Annexure A-6, A-7 (colly)). It has 2 unsecured creditors as on 06.09.2021 (Amt. due to them as on 06.09.2021 is ₹ 12,550/). Out of 2 unsecured creditors 1 unsecured creditor, 95.1% in value (Due Amount ₹ 11,943/-) has given their consent affidavit and has been placed on reco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company 3 has 2 Equity Shareholders. The certificate of Auditor in respect of list of Equity Shareholders and their Consent Affidavit for the proposed Amalgamation has also been placed on record (Annexure A-24, A-25 (colly)). It has 310 unsecured creditors as on 27.08.2021 (Amt. due to them as on 27.08.2021 is ₹ 20,43,40,458/-). Out of 310 unsecured creditors 2 unsecured creditors, 90.93% in value (Due Amount ₹ 18,58,23,001/-) have given their consent affidavit and has been placed on record Annexure I Additional Affidavits dated 07.09.2021. Transferor Company 1 has NIL secured creditors Annexure A Additional Affidavit dated 07.09.2021 has been placed on record. The certificate of Auditor in respect of list of Secured ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respectively have unanimously approved the proposed Scheme of Amalgamation and copies of such board resolutions passed there have been placed on record by the companies. 14. All the applicants have filed their respective Memoranda and Articles of Associations. The applicants have also filed their latest audited financial statements for the year ending 31.03.2020 and provisional Financial statements as on 31.03.2021 and same has been placed on record Annexure (A-3, A-4, A-12, A-13, A-22, A-23, A-30, A-31 (colly)). 15. All the companies have submitted that no proceedings are pending under the provisions of the Companies Act against any of the applicant company. In this regard, a separate affidavit in accordance to Sec 230(2)(a) has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecured creditors in the Transferor Company 1 is directed to be dispensed pursuant to the power under section 230(9) of the Companies Act, 2013 as 95.1% written consent (1 in number) has been obtained by way of affidavits for the proposed merger and has been placed on record. (Annexure G) B. In relation to Transferor Company 2 i. With respect to Equity Shareholders: Meeting of the 2 equity shareholders is directed to be dispensed with as the 100% written consent has been obtained by way of affidavits for the proposed merger. ii. With respect to secured creditors: As there is no secured creditor in the Transferor Company 2, the requirement of convening meeting of secured creditors does not arise. iii. With respec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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