TaxTMI 
TaxTMI 
2022 (3) TMI 237
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....eme of Amalgamation (for brevity the "The Scheme") proposed between the Applicant Companies. In terms of Sections 230 and 232 of the Act, the following prayers have been made for orders:- a) Order that the requirement for convening and holding of the meeting of the Equity Shareholders of all the Applicant Companies to consider and approve the Scheme of Amalgamation of Applicant No. 1, Applicant No. 2, Applicant No. 3 and Applicant No. 4 with Applicant No. 5, be dispensed with. b) Order that the convening and holding of the meeting of the Secured Creditors of all the Applicant Companies and convening and holding of the meeting of the Unsecured Creditors of all the Applicant Companies to consider and approve the Scheme of Am....
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....ced on record. It is further submitted that the Transferor Company No. 1 has NIL Secured and 3 Unsecured Creditors, whose consent affidavits have been placed on record. In relation to the shareholders, secured and unsecured creditors, the Transferor Company No. 1 seeks dispensation from convening and holding of their respective meetings, on the ground that all of them have given their consent affidavits in favour of the Scheme. 6. That in relation to the Transferor Company No. 2, it has been represented that the company has 4 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is ....
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....any No. 4 has NIL Secured and 2 Unsecured Creditors whose consent affidavits have been placed on record. In relation to the shareholders, secured and unsecured creditors, the Transferor Company No. 4 seeks dispensation from convening and holding of their respective meetings, on the ground that all of them have given their consent affidavits in favour of the Scheme. 9. That in relation to the Transferee Company, it has been represented that the company has 3 Equity Shareholders and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further submitted that the Transferee Company has NIL Secured and 3 Un....
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....ITED was incorporated on 24.01.1989 in the state of Delhi under the provisions of Companies Act, 1956. The authorised share capital of the Company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company is Rs. 7,40,000/- divided into 74,000 equity shares of Rs. 10/- each. 14. That the Transferor Company No. 4 - SEAGULL DRUGS PRIVATE LIMITED was incorporated on 15.03.1990 in the state of Delhi under the provisions of Companies Act, 1956. The authorised share capital of the Company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company is Rs. 22,45,300/- divided into 2,24,530 equ....
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....given their consent. Further, in view of Section 230(9) of the Companies Act, 2013, the Tribunal is empowered to dispense with calling of a meeting of creditors or class of creditors where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. Accordingly, the following directions are given:- A. In relation to the Transferor Company No. 1: i. With respect to Shareholders: Since all the shareholders have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting of shareholders is dispensed with. ii. With respect to Secured Creditors: Since t....
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....red Creditors: Since all the Unsecured Creditors have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting is dispensed with. D. In relation to the Transferor Company No. 4: i. With respect to Shareholders: Since all the shareholders have already placed their consent-affidavits on record. Therefore, the necessity of convening and holding a meeting is dispensed with. ii. With respect to Secured Creditors: Since there is no Secured Creditor. Therefore, the necessity of convening and holding a meeting does not arise. iii. With respect to Unsecured Creditors: Since all the Unsecured Creditors have already placed thei....