TaxTMI 
TaxTMI 
2020 (10) TMI 968
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.... herein, Begonia Hotels Private Limited("brevity Transferor Company No.1"), Nightingale Hotels Private Limited ("brevity Transferor Company No.2"), Fleur Hotels Private Limited("brevity Transferee Company"), under the provisions of Sections 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 in support of the above application has been sworn by Mr. Nikhil Sethi, beingthe Authorized Signatory on behalf of the Transferor Company No.1, Transferor Company No. 2and on behalf of....
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....13,03,66,000/- divided into13,03,66,000Equity Shares of Rs. 1/- each. 5. The Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 9th July 2003, vide CIN U155101DL2003PTC207912with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Cyberhills Developers Private Limited", thereafter on 10th April 2012 the name was changed to "Fleur Hotels Private Limited" and new certificate of registration giving effect to the change in name was issued by Registrar of companies, NCT of Delhi and Haryana. The company having its registered office at Asset No-6, Aerocity Hospitality District, New Delhi -110037.The Authorized Share Capital of the company is Rs. 1,21,00,00,000/- divi....
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....total have given their consent by way of consent affidavits holding 95.09% of total value of debt. In relation to the equity shareholders, secured creditor and unsecured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there is no preferential shareholder therefore the necessity of convening/holding a meeting does not arise. 9. With regards the Transferor Company No.2 it is stated as under: a) The company has 7 equity shareholders and nil preference shareholders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits holding 100% of voting share. ....
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.... annexed and 106 creditors out of the total have given their consent by way of consent affidavits holding 90.51% in total value of debt. In relation to the equity and preference shareholders, secured creditors and unsecured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. 11. The appointed date as specified in the Scheme is 1st April 2019 subject to the directions of this Tribunal. 12. Taking into consideration the submissions and the documents placed on record, we propose to issue the following directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by....
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....areholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed convening the meeting of shareholders/members is dispensed with. b. With respect to preference shareholder: In view of consent affidavits, from both preferential shareholders having 100% of total debt, been filed convening the meeting of preferential shareholders/members is dispensed with. c. With respect to Secured Creditors: In view of consent affidavits, from four secured creditors having 99.71% of total debt been filed, convening the meeting of secured creditors/members is dispensed with. d. With respect to Unsecured Creditors: In view of consent affidavit, from 106 unsecured creditors having 90.51%....