2022 (6) TMI 1320

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....     c) To issue directions for dispensation of meeting of Unsecured Creditors of Transferor Company 1, Transferor Company 2 and Transferee Company;     d) Pass such other and further Orders as this Hon'ble Tribunal may deem fit in the facts and circumstances of the case. 2. That an Affidavit in support of the application sworn for and on behalf of the Applicant Companies has been filed by Mr. Arun Kumar Gupta being the authorized signatory. 3. That it is represented that the application filed by the Applicant Companies is maintainable in view of Rule 3(2) of the Rules. It is also represented that the registered offices of the Applicant Companies is situated within the territorial jurisdiction of this Tribunal and falls within the domain of Registrar of Companies, NCT, New Delhi. 4. That it is submitted that the proposed amalgamation is sought to be made under the provisions of Section 230 to 232 of the Companies Act, 2013 and the same if sanctioned by this Tribunal the appointed date as provided in the Scheme shall be 01.04.2021. 5. That the Transferor Company No. 1-ADGYDE SOLUTIONS PRIVATE LIMITED was incorporated on 28.04.2016 in ....

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....m 5 Equity Shareholders have been placed on record constituting 90% of the total value of the shareholding in the Transferee Company. It is further represented that the Transferee Company has NIL Secured Creditors and 62 Unsecured Creditors and the consent affidavits of 11 Unsecured Creditors constituting more than 90% of the total value have been placed on record. 12. That the Applicant Companies have filed the Audited Financial Statements for the financial year ended 31st March, 2021. 13. That the Applicant Companies have filed the Affidavit dt. 10.05.2022 u/s. 230(2)(a) of the Act that no inspection, inquiry or investigation is pending against any of the applicant companies. 14. That the Certificate of respective statutory auditors of the Applicant Companies have been placed on record confirming that the accounting treatment in the Scheme is in conformity with Section 133 of the Companies Act, 2013. 15. That it is submitted that both the Transferor Companies are wholly owned subsidiaries of Transferee Company. Hence, inconsideration Transferee Company will not issue any shares under the Scheme of Arrangement of Amalgamation. The existing holding of Transferee Company....

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....bsp;        Since there are NIL Secured Creditors, therefore, the requirement of convening and holding a meeting does not arise.         iii. With respect to Unsecured Creditors:             Since the consent affidavit of the Unsecured Creditor has already been placed on record, therefore, the necessity of convening and holding a meeting is dispensed with.     C. In relation to the Transferee Company:         i. With respect to Shareholders:             We have already observed in the aforesaid paragraphs that all the shareholders of the Transferee Company have not given their consent. We further observe that out of six (06) equity shareholders, only five (05) equity shareholders have given their consent. At this juncture, we would like to refer to Section 230(9) of the Companies Act, 2013 which authorize the Tribunal to dispense with the calling of meeting of a creditor or class of Creditors, if atleast 90% value of the Creditors or class o....

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....tinizer for the aforesaid meeting in terms of the direction issued herein.     F. The fee of the Chairperson for the aforesaid meeting shall be Rs. 75,000/-, the fee of the Alternate Chairperson for the aforesaid meeting shall be Rs. 50,000/- and the Scrutinizer for the aforesaid meeting shall be Rs. 50,000/- each in addition to meeting their incidental expenses.     G. The individual notices of the said meeting shall be sent as required and prescribed by the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of scheme of amalgamation and a copy of explanatory statement. The notice convening meeting shall be uploaded on the website of the Transferee Company. 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.     H. That the Transferee Company shall publish advertisement with a gap of at least 30 days before the aforesaid meetings, indicating the day, date and th....