9911796707
TMI Blog2022 (2) TMI 99X X X X Extracts X X X X X X X X Extracts X X X X ..... d of the Transferee Company also dispensed with. The scheme is approved - application allowed. - CA (CAA)-77/230/232/ND/2020 - - - Dated:- 21-1-2022 - Abni Ranjan Kumar Sinha, Member (J) And Avinash K. Srivastava, Member (T) For the Appellant : Sachin Arora, Adv. ORDER Avinash K. Srivastava, Member (T) 1. This is an Application for Amalgamation of the following Companies: 1. Aaradhya Builders Private Limited/Transferor Company 1 2. Lifewood Vintrade Private Limited/Transferor Company 2 3. RV Buildwell Private Limited/Transferor Company 3 4. Shubhi Property Consultancy Private Limited/Transferor Company 4 5. Topflow Commotrade Private Limited/Transferor Company 5 With Apricity Infratech Private Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nter alia engaged in business of acquiring by purchase, lease, exchange, hire or otherwise develop or operate land, buildings etc. It has authorised share capital of ₹ 18,70,000/- and issued subscribed and paid up capital is ₹ 18,64,550/- each equity share being of Re. 1/-. Its Board of Directors has approved and adopted the Scheme in their meeting held on 17.07.2020. It has 6 (six) shareholders and all of them have give their consent in writing (Annexure A-6). All the 6 (six) Equity Shareholders have given their consent that the holding of the meeting of the Equity Shareholders may be dispense with. The original consent affidavits of the Equity Shareholders are placed at (Annexure A-7). Out of 18,64,550 equity shares, 45.59 per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffect is at (Annexure A-9 and A-10). 7. R.V. Buildwell Private Limited/Transferor Company 3, was incorporated on 23.07.2004, having CIN-U45801DL2004PTC127838 and registered office at Delhi. It is inter alia engaged in the business of Contractors, builders, town planners, estate developers, etc. It has authorised Share Capital is 50,000 Equity Shares of ₹ 10/- each and its issued subscribed and paid up capital is 40,000 Equity Shares of ₹ 10/- each. Its Board of Directors has approved and adopted the Scheme at the meeting held on 17.07.2021. It has three shareholders whose original consent affidavits at (Annexure A-7). It has no Secured Creditors as on 15.07.2020 and one Unsecured Creditor who has given consent to the Scheme ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and they have given their consent to the Scheme (Annexure A-7). It has no Secured Creditor and no Unsecured Creditor and the same has been certified by the Chartered Accountant/Auditor (Annexure A-9 and A-10). 10. Apricity Infratech Private Limited/Transferee Company, was incorporated on 20.08.2015 as a Private Limited Company having CIN-U70102DL2015PTC284314; its registered office is at Delhi. It is inter alia engaged in the business of purchase, acquire, exchange any area, land, building, structure and to develop dispose of or maintain the same. Its Share Capital is 10,000 Equity Shares of ₹ 10/- each and the Issued, Subscribed and paid up capital is also 10,000/- Equity shares of ₹ 10/- each. The Board of Directors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said date. The authorised Share Capital of the Transferor Companies will get merged with the authorised Share Capital of the Transferor Companies. Accordingly, the Share Capital of the Transferee Company shall become ₹ 78,70,000 divided into 7,87,000 Equity Shares of ₹ 10/- each. The Transferee Company shall, subject to cancellation of Shares, issue and allot Equity Shares of face value of ₹ 10/- each in Transferee Company credited as fully paid up to the Members of the Transferor Companies in the Share Exchange Ratio. As the entire Share Capital of Transferor Companies 2 and 5 is held by other Transferor Companies and Transferee Company, no shares of the Tranferee Company shall be issued or allotted to the Shareholders of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... opflow Commotrade Private Limited i.e. Transferor Company No. 5. A copy of the Report of Valuation of Shares and Exchange Ratio dated 16th July, 2020 issued by Mr. Subodh Kumar, the Registered Valuer is annexed herewith as (AnnexureA-14). 14. It has been submitted that there is no investigation or proceedings pending against the Transferor Companies and Transferee Company and that the scheme is not prejudicial to the interest of the Shareholders and Creditors of the Transferor Companies and Transferee Company. 15. In view of above, since shareholders of all the companies have given their consent for dispensation of convening the meeting, hence we hereby dispense with the convening the meeting of shareholders and by exercising power ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
