TaxTMI 
TaxTMI 
2021 (9) TMI 485
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....ion. 2. The Applicant Companies through this Application has sought following prayers:- i) For dispensing with convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Companies-1 & 2 and Transferee Company; and ii) For dispensing with convening, holding and conducting of the meeting of Secured Creditors of the Transferor Companies 1 & 2 and Transferee Company; and iii) For dispensing with convening, holding and conducting of the meeting of Unsecured Creditors of the Transferor Companies-1 & 2 and Transferee Company; iv) It is prayed that notices to the statutory authorities may be ordered by this Hon'ble Tribunal as per provisions of section 230(5) of the Act and Rule 8 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. v) It is prayed that this Hon'ble Tribunal fix a date for presentation of the Company petition and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. M/s. U4IC International Private Limited ... Transfer or Company-1 i) The Transferor Company-1 viz., M/s. U4TC International Private Limited is a Priva....
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..... VKC Footwear International Private Limited ...Transferor Company-2 i) The Transferor Company-2 viz., M/s. VKC Footwear International Private Limited is a Private Limited Company which was originally incorporated on 13.07.2010, under provisions of the Companies Act, 1956 in the State of Kerala. Subsequently, the Transferor Company - 2 shifted its Registered Office to Coimbatore, Tamil Nadu with effect from 03.12.2020. In this context, copy of certificate of Incorporation and Memorandum and Article of Association are annexed as Annexure-B1 of the Application. The Authorized Share Capital of the Transferor Company-2 is Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital of the Transferor Company-2 is 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 Equity Shares of Rs. 10/- each. ii) The Transferor Company-2 has 35 (Thirty Five) Equity Shareholders as on 31.03.2021. The list of Equity Shareholders are placed at pages 360 to 363 of the typed, duly certified by M/s. S. Lakshminarayanan Associates, Chartered Accountants filed as Annexure-11 (Volume-II) along with the Applic....
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....f the Application. The Authorized Share Capital of the Transferee Company is Rs. 8,50,00,000/- (Rupees Eight Crore Fifty Lakh Only) consisting of 85,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital of the Transferee Company is 8,07,90,080/- (Rupees Eight Crore Seven Lakh Ninety Thousand and Eighty Only) consisting of 80,79,008 Equity Shares of Rs. 10/- each. ii) The Transferee Company has 33 (Thirty Three) Equity Shareholders as on 31.03.2019. The list of Equity Shareholders is placed at pages 467 to 469 of the typed, duly certified by M/s. S. Lakshminarayanan Associates, Chartered Accountants filed as Annexure-J1 (Volume-II) along with the Application. The consent affidavits given by all the 33 (Thirty Three) Equity shareholders are placed at pages 470 to 568 of the typed set filed as Annexure-J2 (Volume-II) along with the Application, wherein it has been deposed that they do support the Scheme of Amalgamation and consent to dispense with convening, holding and conducting the meeting of Equity shareholders. iii) There are 2(Two) Secured Creditors in relation of the Transferee Company as on 31.01.2021. The list of Secured Creditors is placed at ....
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....of paper publication as follows:- A) IN RELATION TO THE TRANSFEROR COMPANY-1: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are only 6 Equity shareholders in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting of the Equity shareholders for the approval of the scheme is hereby dispensed with. (ii) With respect to Secured Creditors: It is represented by the Transferor Company-1 that there is 1 (One) Secured Creditor in the Company, the consent by way of affidavit has been obtained and the same is placed on record, the necessity of convening and holding a meeting of the Secured Creditor does not arise. Hence, the meeting of the Secured Creditor is hereby allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. (iii) With respect to Unsecured Loan Creditors: It is represented by the Transferor Company-1 that there are 235 (Two Hundred Thirty Five) Unsecured Creditors in the Company, the consent by way of affidavits has been obtained from 25 (Twenty Five) Unsecured Loan Creditors being 96.57% ....