TaxTMI 
TaxTMI 
2021 (8) TMI 334
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....e") at Annexure-6 of the application. The Transferee Company-Tenon Facility Management India Pvt. Ltd., has its registered office in the State of Haryana and hence is under the jurisdiction of this Bench. Whereas the Non-Applicant/Transferor Companies No. 1 to 3 have their respective registered office in the NCT of Delhi and hence are under the jurisdiction of the National Company Law Tribunal, Bench at New Delhi. The Learned counsel for the Applicant Company submits that a separate 1st Motion joint Application being CA (CAA) 62 of 2021 on behalf of the Transferor Companies No. 1 to 3 has been filed before the Bench at New Delhi of this Tribunal for necessary orders. The Application is maintainable in terms of Rule 3(2) of the Rules. 2. It is stated that an Affidavit of Mr. Rajan Oberoi, Director of the Applicant Transferee Company, has been filed in support of contents of the Application for seeking appropriate orders/direction to dispense with the requirement of convening meetings of the Shareholders, Debenture holders, Secured Creditors and Unsecured Creditors of the Transferee Company, for the purpose of considering and approving the Scheme of Amalgamation. 3. It is state....
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....al and mechanical maintenance, pest control, floor scrubbing/polishing, carpet shampoo services, dust proofing, glass cleaning extermination of anti-wood borer & termite treatment, flies, cockroaches & other pest, security services of commercial and public buildings, factories, plants, offices, godowns, houses and any type of building (Commercial and I or Private) in India and abroad. 5. The Applicant Transferee Company was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as 'Tenon Property Services Pvt. Ltd' vide Certificate of Incorporation dated 27th November, 2007, issued by the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. Name of the Company was changed to its present name 'Tenon Facility Management India Pvt. Ltd' vide fresh Certificate of Incorporation dated 20th July, 2015, issued by the Registrar of Companies, NCT of Delhi & Haryana, New Delhi. The certificates of incorporation are at Annexure: A-1/1 with which the Memorandum and Articles of Association have been annexed. 6. The authorized, issued, subscribed and paid up share capital of the Applicant Transferee....
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....eld by Smt. Enasiobo Biodomo O'Brien. Out of the aforesaid 6 Equity Shareholders, Consent Affidavits from 2 Equity Shareholders holding 17,98,768 Equity Shares constituting over 90.40% of the total paid up share capital of the Company has been filed for the proposed Scheme of Amalgamation and for dispensation of meetings of Shareholders. The consents/no objection by way of affidavits are from pages 127 to 132 of the Paper Book. 13. Learned Counsel for the Applicant Company further submits that the Transferee Company has also issued 600 Non-Convertible Debentures. It is further submitted that the Applicant Transferee Company has 2 (two) Debenture holders, as per the list attached at Annexure A-1/8 (Page No. 133). Out of the two Debenture holders, 375 Debentures are held by BPEA India Credit Investments Trust II and 225 Debentures are held by BPEA Credit India Fund IIA. Both the Debenture holders have given their consents/no objection to the Scheme by way of Affidavits and for dispensation of meetings of Debenture holders. The consents/no objection by way of affidavits are from pages 134 to 145 of the Paper Book. 14. As per the certificate of M/s. K R C & Co., the Chartered....
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....ri Nikunj Shah, Director who have been authorized vide Board Resolution dated 1st March, 2021, M/s. Sapp Enterprises, Unsecured creditor has given its consent by way of affidavit of Shri Pradeep, Proprietor, Roots Multiclean Ltd., Unsecured creditor has given its consent by way of affidavit of Shri R. Varun Karthikeyan, Managing Director who have been authorized vide Board Resolution dated 29th March, 2014, M/s. Global Equipments, Unsecured creditor has given its consent by way of affidavit of Shri Chandrashekhar S, Proprietor, M/s. Human Resource Services, Unsecured creditor has given its consent by way of affidavit of Shri Channabasappa Rader, Proprietor, Karcher Cleaning Systems Pvt. Ltd., Unsecured creditor has given its consent by way of affidavit of Shri Rahul Kejriwal, Authorised Signatory who have been authorized vide Board Resolution dated 10th December, 2019, Charnock Equipments Pvt. Ltd., Unsecured creditor has given its consent by way of affidavit of Shri Vedant Matta, General Manager who have been authorized vide Board Resolution dated 9th March, 2021, M/s. Ludhiana Militry Store, Unsecured creditor has given its consent by way of affidavit of Shri Nipun Bansal, Propri....
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....ency in cash management of the Transferee Company and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities. The proposed amalgamation would enhance the shareholders' value of the Transferor and the Transferee Companies. f. The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their shareholders, employees and other stakeholders and all concerned. 18. The learned counsel also submitted that since the Transferor Companies No. 2 & 3 are wholly owned subsidiaries of the Transferee Company, no new share will be issued by the Transferee Company pursuant to the Amalgamation of the Transferor Companies No. 2 & 3 with the Transferee Company. However, valuation exercise has been carried out to determine the share exchange ratio for the proposed Scheme of Amalgamation to enable the Transferee Company to issue shares to the Shareholders of the Transferor Company No. 1. The valuation report of Mr. Sandeep Kumar Agrawal, a Chartered Accountant and the Registered Valuer in respect of Securities or Financial Assets register....