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TMI Blog2022 (4) TMI 209X X X X Extracts X X X X X X X X Extracts X X X X ..... evity Transferor Company-3 ), King Engineers Pvt. Ltd. ( for brevity Transferor Company-4 ), Big Infraprojects Pvt. Ltd. ( for brevity Transferor Company-5 ) and Rite Heavy Machines Pvt. Ltd. ( for brevity Transferee Company ) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with 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 applicants. 2. Affidavits dated 31.01.2022 in support of the above application sworn by Mr. Rakesh Gupta, the Director on behalf of Transferor Company No. 1-5 and Transferee Company, being the authorized signatory of the respective applicant companies, who has been authorized vide board resolutions dated 07.12.2021 for both the Transferor Companies and Transferee Company respectively, has been duly filed, along with the application. It was also represented that the registered office of the applicant companies are under the domain of Registrar of Companies, NCT of New Delhi Haryana and within the territorial jurisdiction of this Tribunal. 3. The Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the business of infrastructure development, consultancy and other professional services. 6. The Applicant Company No. 4/Transferor Company No. 4-King Engineers Pvt. Ltd. bearing Corporate Identification No. (ON): U 74999 DL 2013 PTC 388120 was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 24th December, 2013, having its registered office at No. 204, S-561, Bhagwati Complex, Second Floor, School Block, Shakarpur, Delhi-110092. The Authorized Share Capital of the Transferor Company-4 is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is ₹ 1,00,000 divided into 10,000 Equity Shares of ₹ 10 each. The company was incorporated to carry on the business of infrastructure development, consultancy and other professional services. 7. The Applicant Company No. 5/Transferor Company No. 5-Big Infraprojects Pvt. Ltd. bearing Corporate Identification No. (CIN): U 70109 DL 2013 PTC 387656 was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has Nil Secured Creditors and 1 Unsecured Creditor. Certificate from Chartered Accountants certifying list of creditors was annexed. In relation to the shareholders and Unsecured Creditor, it seeks to dispense with holding/convening of the meetings as their consent affidavits have been placed on record. Since there are no Secured Creditors therefore, the necessity of convening/holding a meeting did not arise. 13. It was stated that the Transferor Company-2 has 3 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has Nil Secured Creditor and 2 Unsecured Creditors. Certificate from Chartered Accountants certifying list of creditors was annexed. In relation to the shareholders Unsecured Creditors, it seeks to dispense with holding/convening o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny has 3 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It is further represented that the Company has Nil Secured Creditors and 1 Unsecured Creditor. Certificate from Chartered Accountants certifying list of creditors was annexed. In relation to the shareholders and Unsecured Creditor, it seeks dispensing with holding/convening of the meetings as their consent affidavits were placed on record. Since there were no Secured Creditors therefore the necessity of convening/holding a meeting did not arise. 18. The Petitioner Companies confirmed that the provisions relating to the accounting treatment for the proposed amalgamation, as contained in the Scheme of Amalgamation, were in conformity with the applicable provisions of the Companies Act, 2013. Certificates from respective Statutory Auditors of the Transferor Companies and the Transferee Company on the accounting treatment, as proposed in the Scheme, were annexed to the application and it is clearly stated that the Accounting treatment is in conformity with the applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... elation to Transferor Company-4: a) With respect to Equity shareholders: In view of consent affidavits which have been filed from 2 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors; therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: In view of consent affidavit from 1 Unsecured Creditor, convening the meeting of Unsecured Creditors is dispensed with. E. In relation to Transferor Company-5: a) With respect to Equity shareholders: In view of consent affidavits which have been filed from 2 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors; therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: In view of consent affidavit from 3 Unsecured Creditors, convening the meeting of Unsecured Creditors is dispensed with. F. In relation to Transferee Company: a) With respect ..... X X X X Extracts X X X X X X X X Extracts X X X X
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