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TMI Blog2022 (3) TMI 285X X X X Extracts X X X X X X X X Extracts X X X X ..... er (J) And Avinash K. Srivastava, Member (T) For the Appellant : Manish Kumar, Adv. ORDER P.S.N. Prasad, Member (J) 1. This is an application which is filed by the applicant companies herein i.e., M/S MAMRAM PRIVATE LIMITED ( Transferor Company ), M/S YUMA PRIVATE LIMITED ( Transferee Company ), jointly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with rule 3 5 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the SCHEME ) proposed between the petitioners. The said Scheme is also annexed as Annexure Annexure-A-11 to the application. The Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and same is on record. It is further stated that the Transferor Company has no Secured Creditor and Unsecured Creditors as on 16.11.2019 and therefore no consent is required therefrom and for the same, the CA certificate issued by M/s. KSMC Associates, Chartered Accountants of Transferor Company has been annexed to the Application and marked as Annexure A-7 and it is stated that the Transferor Company is the associate company of the Transferee Company, hence, prayed that the convening of meeting of the shareholders, secured creditors and unsecured creditors may be dispensed with. 5. In relation to the Transferee Company, in the Scheme marked as Annexure-A-11, it is represented that the transferee company has 2 shareholders as on 16.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company converted itself into a Public Company as Mamram Limited vide fresh certificate of incorporation dated 29th October, 1999 issued by the Registrar of Companies, NCT of Delhi Haryana. The company was further converted itself into private limited company as Mamram Private Limited vide fresh certificate of incorporation dated 30th March, 2019 issued by the Registrar of Companies, NCT of Delhi Haryana. 8. From the information enumerated in the application, it is evident that Transferee Company is a Private Company originally incorporated under the provisions of Companies Act, 1956 on 16th October, 1990, with Registrar of Companies, New Delhi under the name and style of Ishu Finance and Investments Private Limited , CIN is U74899D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion, Electricity Department, income Tax Department etc. or any stakeholders that shall be repaid by the company with raising any objection. It is further reiterated by the Transferee company that the outstanding balance of ₹ 12,20,000/- of the unsecured creditor in the nature of securities deposit rent as on 16.11.2019 has been adjusted against balance amount payable by DND Caterers, the unsecured creditor, at the time of leaving the office as on 30.10.2020. 13. Taking into consideration the application and documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the shareholders, Secured and Unsecured Creditors or dispensing with the same which are a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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