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TMI Blog2022 (2) TMI 306X X X X Extracts X X X X X X X X Extracts X X X X ..... after referred to as the "Scheme") has been placed on record along with the joint application. 2. It is represented that the registered office of all the applicant companies is situated in New Delhi and therefore the subject matter of this joint application falls within the Jurisdiction of this Bench. 3. Transferor Company was incorporated under the Companies Act, 1956 on 10.05.2010 in the name and style of "BHUJADARI VINCOM PRIVATE LIMITED" with the office of Registrar of Companies, NCT of Delhi and Haryana, under the CIN. U51101DL2010PTC329104. Its authorized share capital is Rs. 3,00,000/-. while its issued, subscribed, and paid-up capital is Rs. 2,85,000/-. 4. Transferor Company 2 was incorporated under the Companies Act, 1956 on 08.02.2010 in the name and style of "ROSEBUD TRADELINKPRIVATE LIMITED" with the office of Registrar of Companies, NCT of Delhi and Haryana, under the CIN. U52390DL2010PTC332118 Its authorized share capital is Rs. 32,00,000/- while its issued, subscribed, and paid-up capital is Rs. 31,34,500/-. 5. Transferee Company was incorporated under the Companies Act, 1956 on 25th July 2013 in the name and style of "UNICURE INDIA LIMITED" with the office of Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ell as Unsecured Creditors and their Consent Affidavit for the proposed Amalgamation has also been placed on record (Annexure 2 and 3 (colly). In respect of shareholder as well as Unsecured Creditors, prayer has been made for issuance of directions for dispensing the convening of the meeting of the shareholders. 8. The Transferor Company 2 has 2 Equity Shareholders and do not have any secured creditor. It has 3 unsecured creditors(Amt. due to them Rs. 13,39,895/-). The certificate of Auditors in respect of list of Equity Shareholders and their Consent Affidavit consenting the proposed amalgamation has also been placed on record(Annexure 2 & 3 (colly). The certificate of Auditors in respect of list of Secured and Unsecured Creditors and their Consent Affidavit consenting the proposed amalgamation has also been placed on record (Annexure 4, 5 & 6 (colly). In respect of shareholders as well as unsecured creditors, prayer has been made for issuance of directions for dispensing their respective meetings. 9. The Transferee Company has 28 Equity Shareholders and 2 secured creditors and 712 unsecured creditors. The certificate of Auditors in respect of list of Equity Shareholders and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other date as may be approved by NCLT or Other Competent Authority. 16. The certificates of statutory auditors of all the applicant companies confirming that the accounting treatment in the scheme is in compliance of and in conformity with Section 133 of the Companies Act, 2013 have been placed on record Annexure A-7. 17. Taking into consideration the application filed jointly by the Applicant Companies the following directions are issued A. In relation to Transferor Company 1 i. With respect to Equity Shareholders: Meeting of the 3 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 1, the requirement of convening meeting of secured creditors does not arise. iii. With respect to unsecured creditors: Meeting of 2 unsecured 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 100% written consent has been obtained by way of affidavits for the proposed merger and has been placed on record. B. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d as Alternate Chairman and Vijay Kumar Sharma, FCS (9910792221) Practicing Company Secretary as Scrutinizer for the aforementioned meetings in terms of the direction issued herein. F. The fee of the Chairperson for the aforesaid meetings shall be Rs. 75000/-, The fee of the Alternate Chairperson shall be Rs. 75000/- and the fee of the Scrutinizer shall be Rs. 50000/- in addition to meeting their incidental expenses. G. The individual notices of the said meetings shall be sent as required and prescribed in terms of Section 230(3) of the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the date, place and time as aforesaid, together with a copy of scheme of amalgamation and a copy of explanatory statement. A part from that notice and other documents shall also be placed on the website of the respective Applicant Companies. The prescribed form of proxy shall be sent along with and in addition to the above documents, any other documents as may be prescribed under the Act. H. That the Applicant Companies shall publish advertisement with a gap of at least 30 days ..... X X X X Extracts X X X X X X X X Extracts X X X X
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