Upfront Trading Pvt. Ltd. And Ors Vs Sony Financial Services Ltd

National Company Law Tribunal New Delhi Bench 22 May 2020 Company Application (CAA) No. 39/(ND) Of 2020 (2020) 05 NCLT CK 0013
Bench: Division Bench
Result Published
Acts Referenced

Judgement Snapshot

Case Number

Company Application (CAA) No. 39/(ND) Of 2020

Hon'ble Bench

P.S.N. Prasad, J; Sumita Purkayastha, Member (Technical)

Advocates

Vijay Kumar Gupta

Final Decision

Allowed

Acts Referred
  • Companies (Compromises, Arrangements And Amalgamations) Rules, 2016 - Rule 3(2)
  • Companies Act, 2013 - Section 133, 210, 230, 230(7), 231, 232, 232(3)

Judgement Text

Translate:

S.

No.",Name of the applicant companies,"Date of

incorporation under

the companies Act

1956",Authorized Share Capital,"The issued, paid up and subscribed

share capital",CIN No.

1.1,"M/s Upfront Trading Private Limited, the

Transferor Company No. 1",29.032007,"Rs. 85,00,000/- divided into 8,50,000

Equity shares of Rs. 10/-each","Rs. 84,06,000/- divided into

8,40,600 Equity Shares of Rs. 10/-

each",U51101DL2007FrC161342

2,"M/s Greenbox Organics Private Limited,

the Transferor Company No. 2",08.12.1992,"Rs. 1,45,00,000/- divided into

14,50,000 Equity shares of Rs. l0/-

each","Rs. 1,44,10,530/- divided into

14,41,053 Equity Shares of Rs. 10/-

each",U74899DL1992PTC051265

3,"M/s Craft Water Purification Private

Limited, the Transferor Company No. 3",19.08.1998,"Rs. 1,30,00,000/- divided into

13,00,000 Equity shares of Rs. l0/-

each","Rs. 1,26,65,000/- divided into

12,66,500 Equity Shares of Rs. 10/-

each",U29219DL1998PTC095661

4,"M/s Illuminate Tradex Private Limited,

the Transferor Company No. 4",04.04.2007,"Rs. 85,00,000/- divided into 8,50,000

Equity shares of Rs. l0/-each","Rs. 73,93,500/- divided into

7,39,350 Equity Shares of Rs. 10/-

each",U17291DL2007PTC161668

5,"M/s Featured Marketing Private Limited,

the Transferor Company No. 5",29.03.2007,"Rs. 90,00,000/- divided into 9,00,000

Equity-shares of Rs. l0/-each","Rs. 85,26,240/- divided into

8,52,624 Equity Shares of Rs. 10/-

each",U51101DL2007PTC161314

6,"M/s Utmost It Solution Private Limited,

the Transferor Company No. 6",29.01.2007,"Rs. 90,00,000/- divided into 9,00,000

Equity shares of Rs. l0/-each","Rs. 87,31,600/- divided into

3,73,160 Equity Shares of Rs. 10/-

each",U72900DL2007PTC158473

7,"M/s Sony Financial Services Limited, the

Transferee Company",09.05.1995,"Rs. 95,00,000/- divided into 9,50,000

Equity shares of Rs. 10/-each","Rs. 90,93,680/- divided into

9,09,368 Equity Shares of Rs. 10/-

each",U74899DL1995PLC068362

13. Taking into consideration the application filed jointly by the Applicant Companies and the documents filed therewith, this Tribunal propose to issue the following directions with respect",,,,,

to calling, convening and holding of the meetings of the Equity Shareholders, Secured and Unsecured Creditors, or dispensing with the same as well as issue of notices including by way",,,,,

of paper publication as follows:-,,,,,

A) In relation to the Transferor Company No. 3 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 1 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 1 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 1 that there are 01 Unsecured Creditor in the Company, whose consents have been obtained and are placed on record, the",,,,,

necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

B) In relation to the Transferor Company No. 2 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 2 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 2 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 2 that there is no Unsecured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

C) In relation to the Transferor Company No. 3 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 3 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 3 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 3 that there are 02 Unsecured Creditor in the Company, whose consents have been obtained and are placed on record the",,,,,

necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

D) In relation to the Transferor Company No. 4 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 4 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 4 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 4 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise",,,,,

E) In relation to the Transferor Company No. 5 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 5 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 5 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 5 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise",,,,,

F) In relation to the Transferor Company No. 6 :,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferor Company No. 6 there are 02 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferor Company No. 6 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferor Company No. 6 that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise",,,,,

G) In relation to Transferee Company:,,,,,

(i) With respect to Equity shareholders:,,,,,

Since it is represented by the Transferee Company there are 07 Equity shareholders in the Company and all of them have given their consents by way of affidavit which are placed on,,,,,

record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

(ii) With respect to Secured Creditor:,,,,,

Since it is represented by the Transferee Company that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise.",,,,,

(iii) With respect to Unsecured Creditors:,,,,,

Since it is represented by the Transferee Company that there are 07 unsecured Creditor in the Company, whose consent has been obtained and is placed on record, the necessity of",,,,,

convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.",,,,,

14. The application stands allowed on the aforesaid terms. Let the petition for approval of the scheme of arrangement be filed within a period of seven days from the date of this order.,,,,,

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