9911796707
TMI Blog2022 (3) TMI 285X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Applicant Companies above named have preferred the instant application in effect for the purpose of amalgamation of Transferor Company with Transferee Company as evident inter alia from the reliefs sought for in the Application. Moreover, the Applicant has sought certain reliefs regarding the dispensation of the meetings with respect to the shareholders and creditors of the petitioner companies. 2. An affidavit in support of the above application sworn for and on behalf of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 16.11.2019 and hold 6,57,550 equity shares. It is further represented that the Transferee Company has obtained the consent i.e. No Objection by way of Affidavit from the shareholders for the scheme of Merger/Amalgamation and for dispensation of the shareholder's meeting from its members and same is on record. It is also stated that the transferee company has no Secured Creditors and one Unsecured Trade creditor having an outstanding balance of Rs. 12,20,000/- from the Security ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee 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 U74899DL1990PTC041798. Further the company changed its name to Yuma Private Limited vide fresh certificate of incorporation dated 19th December, 2014 issued by the Registrar of Companies, NCT of Delhi & Haryana. 9. The Applicant Companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses, copy of audited financial statement as on 31.03.2019 as well as certificates from statutory auditors certifying that the accounting treatment speci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 as follows:- A. In relation to the Transferor Company:- i. The meeting of shareholders is dispensed with as all the shareholders have given their consent through affidavit in favour of the scheme. ii. The meeting of the Secured and Unsecured Creditors is also dispensed with because there are no Secured and Unsecured Creditor in the Company. B. In relation to the Transferee Company:- i. The meeting of shareholders is dispensed with as all the shareholders have given their consent through affid ..... X X X X Extracts X X X X X X X X Extracts X X X X
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