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2022 (3) TMI 199

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....cation falls within the Jurisdiction of this Bench. 3. The Transferor Company is a private limited company, originally incorporated on 08th July, 1993 under the name and style of "M/s. Paul Wurth India Private Limited" under the provisions of Companies Act, 1956, bearing CIN U74899DL1990PTC054354, with registrar of Companies, NCT of Delhi and Haryana, having its registered office at B-402, Somdutt Chambers-I,5, Bhikaji Cama Place, New Delhi-110066, India. The Authorized Share Capital of the Transferor Company is Rs. 1,50,00,000/- divided into 15,00,000 equity shares of Rs. 10/- each as on 30th September, 2021, while its issued, subscribed and paid-up capital is Rs. 1,50,00,000/- divided into 15,00,000 equity shares of Rs. 10/- each up as on 30th September, 2021. 4. The Transferee Company is a private limited company, incorporated under the provisions of Companies Act, 1956 on 17th March 1994, vide CIN U74140DL1994PTC117043, with Registrar of Companies, NCT of Delhi & Haryana, in the name and style of "M/s. SMS India Private Limited", having its registered office at B-402, Somdutt Chambers-I,5, Bhikaji Cama Place, New Delhi-110066, India. The Authorized Share Capital of Transferee....

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....ompany has (02) Equity Shareholders, certificate from Chartered Accountants, certifying list of shareholders is annexed as Annexure C-9 at page 291 of this application, and all of them have given their respective consent by way consent affidavits holding 100% value, for the approval of the Scheme of Amalgamation, filed by the Applicant Companies which is placed on record as Annexure No. C-9 from page 292 to 301. b) The Company has (NIL) Secured Creditor, Certificate from Chartered Accountants certifying Nil Secured Creditors is annexed as Annexure No. C-10 from page 302 to 304 Hence, the issue of obtaining consent does not arise. c) The company has (225) Unsecured Creditor, Certificate from Chartered Accountants certifying the list of Unsecured Creditors is annexed as Annexure No. C-11 from page 305 to 310 of this application. The Transferor Company herein had prayed for convening/holding of the meeting of unsecured creditors; therefore, no consent affidavit has been placed on record for the approval of Scheme of Amalgamation. In view of the above it is prayed by the applicants to dispensed with the holding/convening of the meetings of the equity shareholders of the Transferor....

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....s: A. In relation to the Transferor Company: a. With respect to Equity shareholders: In view of consent affidavits from all equity shareholders, holding 100% value mentioned at Annexure No. C-9 (Colly) at page 292 to 301, the requirement for convening/holding the meeting of equity shareholders is hereby dispensed with. b. With respect to Secured Creditor: In view of Nil secured creditor, the issue of convening and dispensing the meeting of Secured Creditor does not arise. c. With respect to Unsecured Creditors: Considering the number of unsecured creditors of the Transferor Company the Applicant's prayer is allowed for convening/holding of the meeting of unsecured creditors. The meeting of the unsecured creditors is directed to be held on 07.04.2022 at around 11:00 AM via electronic meeting mode, through "InstaMeet Platform", and subject to the same the e-notice of the meeting be issued to the unsecured creditors via email. The quorum of the meeting of the unsecured creditors conducted through electronic mode shall be as per Section 230(6) of the Companies Act, 2013. B. In relation to the Transferee Company: a. With respect to Equity and shareholders: In view of con....

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....posed meetings shall be sent by the two Applicant Company, through e-mail, and speed post to reach the parties, 30 days before the scheduled date of the meetings, indicating the day, date, the month, the place, mode and the time of aforesaid meeting, together with a copy of Scheme, copy of explanatory statement as required to be sent under the provisions of Companies Act, 2013, shall be sent. In addition to the above any other documents as may be prescribed under the Act or rules shall also be sent with the notice of the meetings to the respective Unsecured Creditors. 18. That the two Applicant Companies shall also publish advertisement with a gap of at least 30 days before the aforesaid meetings, indicating the day, date, month, place, mode and time of the aforesaid meeting for the purpose of approval of Scheme of Amalgamation between both the Companies, to be published in Delhi editions of 'Business Standard' both English and Hindi along with the copies of Scheme, the explanatory statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge to the unsecured creditors of the Applicant Companies....