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TMI Blog2022 (5) TMI 209X X X X Extracts X X X X X X X X Extracts X X X X ..... - CA (CAA) 20/230-232/ND/2022 - - - Dated:- 21-4-2022 - Abni Ranjan Kumar Sinha, Member (J) And Hemant Kumar Sarangi, Member (T) For the Appellant : Alok Kumar Kucchal , Adv ORDER Abni Ranjan Kumar Sinha , Member ( J ) 1. This is an application filled by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 (for brevity The Act ) read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 (for brevity The Rules ) in relation to the Scheme of Amalgamation (for brevity the The Scheme ) proposed between the Applicant Companies. In terms of Sections 230 and 232 of the Act, the following prayers have been made for orders:- a. Dispensing with the requirement for convening the meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Section 230 to 232 of the Companies Act, 2013 and the same if sanctioned by this Tribunal the appointed date as provided in the Scheme of amalgamation (@page 165-197 of the application) shall be 01.04.2021. 5. That in relation to the Transferor Company, it has been represented that the company has 7 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the shareholders have been placed on record (@page 207-227 of the Application). It is further submitted that the Transferor Company has NIL Secured and 4 Unsecured Creditors, whose consent affidavits have been placed on record (@page 230-243 of the Application. In relation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company is Rs. 3,49,74,600/- divided into 34,97,460 equity shares of Rs. 10/- each fully paid up. (@page 12 of the Application) 9. That the Transferee Company - BON LON PRIVATE LIMITED was incorporated on 05.09.19888 in the state of Delhi under the provisions of Companies Act, 1956. The authorised share capital of the Company is Rs. 4,00,00,000/- divided into 4,00,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the Company is 3,00,00,000/- divided into 3,00,000 equity shares of Rs. 100/- each fully paid up (@page 14 of the Application). 10. It is seen that the Board of Directors of all the Applicant Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent-affidavits on record. Therefore, the necessity of convening and holding a meeting of shareholders is dispensed with. ii. With respect to Secured Creditors: Since there is no Secured Creditor. Therefore, the necessity of convening and holding a meeting does not arise. iii. With respect to Unsecured Creditors: Since all the Unsecured Creditors have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting of Unsecured Creditors is dispensed with. B. In relation to the Transferee Company: i. With respect to Shareholders: Since all the shareholders have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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