TaxTMI 
TaxTMI 
2022 (5) TMI 321
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....vity "Transferee Company") under Section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. 2. Affidavits in support of the above application sworn by Mr. Surinder Ahlawat, Mr. Satyawan Saharan and Ms. Pooja Dwivedi, being the authorized signatories of the Applicant Company No. 1, 2 & 3 respectively, who have been authorized, vide board resolutions dated 15.01.2022 for both the Transferor Companies and Transferee Company respectively, have been duly filed, along with the application. I....
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....ee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 27.11.2006 vide CIN U51109DL2006PTC325174 with Registrar of Companies, NCT of Delhi & Haryana and having its registered office Flat No. B-1003, Block B, 10/F, Sector-2, Phase-1, Dwarka, the SB Youth CGHS Ltd. PNO 6B, New Delhi 110075. The Authorized Share Capital of the Transferee Company is Rs. 36,00,000/- divided into 3,60,000 equity shares of Rs. 10 each. The issued, subscribed and paid up share capital is Rs. 35,75,000/- divided into 3,57,500 equity shares of Rs. 10 each. 6. The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia delineating their object cl....
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....ficate from Chartered Accountants certifying list of creditors was annexed. In relation to the Shareholders and Unsecured Creditors, it seeks to dispense with holding/convening of the meetings as their consent affidavits were placed on record. Since there were no Secured Creditors therefore the necessity of convening/holding a meeting does not arise. 10. It has been stated that the Transferee Company has 2 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has nil Secured Creditor and 1 Unsecured Creditor. Certificate from Chartered Accou....
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....2021. 15. Taking into consideration the submissions and the documents filed therewith, the following directions are issued forthwith in respect of convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: A. In relation to the Transferor Company No. 1; a) With respect to Equity shareholders: In view of consent affidavits from the 3 equity shareholders, having 100% voting share, been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are nil Secured Creditors; therefore the necessity of convening a meeting does not arise. ....