TaxTMI 
TaxTMI 
2022 (2) TMI 99
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....ate Limited/Transferor Company 4 5. Topflow Commotrade Private Limited/Transferor Company 5 With Apricity Infratech Private Limited/Transferee Company 2. This is the First Motion Application in which it has been requested to dispense with requirement for convening of meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the five Transferor Companies as well as the Transferee Company including the requirement of issue and publication of notices and for permitting the filing of application, petition and other documents as may be required for sanctioning the proposed Scheme of Arrangement (the Scheme). The relief is sought under Section 232 read with 230 of the Companies Act, 2013 and Companies (Compromises, Arran....
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....ent affidavits of the Equity Shareholders are placed at (Annexure A-7). Out of 18,64,550 equity shares, 45.59 per cent shareholding is held by Lifewood Vintrade Private limited/Transferor Company 2 and another 45.59 per cent shareholding is held by Topflow Commotrade Private Limited/Transferor Company 5. It has no Secured Creditors and no Unsecured Creditors as on 15.07.2020. The requisite certificate of the Chartered Accountant is placed at (Annexure A-9 and A-10). 6. Lifewood Vintrade Private Limited/Transferor Company 2, was incorporated on 20.01.2012 as a Private Limited Company having CIN-U51909WB2012PTC172664. It was later shifted to NCT Delhi by the order of RD, Kolkata. It is inter alia engaged in the business of exports, importers....
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....o Secured Creditors as on 15.07.2020 and one Unsecured Creditor who has given consent to the Scheme (Annexure A-9 and A-10). 8. Shubhi Property Consultancy Private Limited/Transferor Company 4, was incorporated as Shubhi Financial Services Private Limited on 01.10.1991 as a Private Limited Company. It changed its name to Shubhi Property Consultancy Private Limited vide certificate of Incorporation pursuant to change of name dated 03.04.2020 issued by RoC Delhi, its registered office is in Delhi. It is inter alia engaged in the business of providing services, advisory and consultancy in real estate sector. Its Share Capital is 5,00,000 Equity Shares of Rs. 10/- each and its Issued, Subscribed and paid up Capital is 2,83,090 Equity Shares of....
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.... is also 10,000/- Equity shares of Rs. 10/- each. The Board of Directors of the Transferee Company has approved and adopted the Scheme at their meeting held on 17.07.2021. It has two Equity Shareholders i.e. M/s. Lifewood Vintrade Private Limited/Transferor Company 2 and Topflow Commotrade Private Limited/Transferor Company 5 holding 50 percent shareholding each in the Transferee Company. Both the Shareholders have given their consent to the Scheme (Annexure A-7). The Transferee Company has no Secured Creditor and two Unsecured Creditors having outstanding balance of Rs. 12,35,000/-. Both the Unsecured Creditors have consented to the scheme (Annexure A-9 and A-10). 11. A copy of the audited annual accounts for the year ended 31st March 202....
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....ompany shall be issued or allotted to the Shareholders of the Transferor Company 2 and 5 and the paid up Share Capital of Transferor company 2 and 5 shall stand cancelled and extinguished. The Shares of Tranferee Company will be issued only to the shareholders outstanding after cancellation of any cross-holding in between the Transferor Companies and between the Transferor Companies and Transferee Company. The valuers have prescribed the Share Exchange Ratio as follows: (i) 6.19 Equity Shares of Rs. 10/- (Rupees Ten only) each of the Transferee Company for every 1 (one) Equity Shares of Re. 1/- (Rupees one only) each in Aaradhya Builders Private Limited i.e. Transferor Company No. 1. (ii) 0.88 Equity Shares of Rs. 10/- (Rupees Ten only)....