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Judgment
This is joint application filed by the applicant companies herein, ALL WIN FOOTWEAR PRIVATE LIMITED (“for brevity Transferor
Company 1â€), GUSBI INTERNATIONAL LIMITED (“for brevity Transferor Company 2â€) and GULSHAN INTERNATIONAL PRIVATE
LIMITED (“for brevity Transferee Companyâ€), 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 “SCHEMEâ€) proposed between the applicants.
Affidavits in support of the above application sworn by Ms. Sucheta Gauba, being the Director†on behalf of Transferor Company No.1, Mr.
Varun Gauba being the Director on behalf of Transferor Company No.2 and Mr. Naresh Kumar Gauba being the Director on behalf of Transferee
Company; being the authorized signatories of the respective applicant companies, who have been authorized vide board resolutions dated 18.09.2020
for both. the Transferor Companies and Transferee Cdmpany , has been duly filed, along with the application. It is also represented that the registered
office of the applicant companies are under the domain of Registrar of Companies, NCT of New Delhi 86 Haryana • and • within the territorial
“jurisdiction of this Tribunal.
The Transferor Company,No.1 is a private limited company incorporated on 03.07.1986 under .the provisions of Companies Act, 1956 bearing CIN
U74899DL1986P1â€CO24 with registrar of Companies, NCT of Delhi and Haryana under the name and style of “ALLWIN FOOTWEAR
PRIVATE LIMITED†and having its registered office at B-20/1, Wazirpur Industrial Area Delhi 110052.. The Authorized Share Capital of the
Transferor Company is Rs.1,05,00,000/- and the Paid-up Share Capital is Rs. 1,03,11,000/-
The Transferor Company No.2 is a public limited company incorporated on 01.08.1997 under the provisions of Companies Act, 1956 bearing CIN
U74899DL1997PLC088855 with registrar of Companies, NCT of Delhi and Haryana under the name and style of “GUSBI INTERNATIONAL
LIMITED†and having its registered office at B-20/1, Wazirpur Industrial Area Delhi -110052. The Authorized Share Capital of the Transferor
Company is Rs.9,00,000/- and the Paid-up Share Capital is Rs. 8,75,000/-
The Transferee Company is a piivate limited company incorporated under the provisions of Companies Act, 1956 on 24.02.2007 vide CIN
U19111DL1998PTC091817 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “GULSHAN INTERNATIONAL
PRIVATE LIMITED†and having its registered office at B-20/1, Wazirpur Industrial Area Delhi 110052. The Authorized Share Capital of the
Transferee company is Rs. 5,00,00,000/- and the Paid-Up Share Capital is Rs. 4,24,25,000/-
The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia
delineating their object clauses, as well as their last Audited Annual Accounts for the financial 31.03.2020.
The Applicant companies, vide their respective meeting of the Board of Directors held on 18.09.2020 have unanimously approved the proposed
Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record.
It is stated that the Transferor Company No. 1 is having 6 Shareholders, certificate from Chartered Accountants certifying list of shareholders is
annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor, who has given the consent by way of affidavit. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise:
It is stated that the Transferor Company No. 2 is having 7 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and all of them have given their respective consents by way of affidavits which. are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor, who has given the consent by way of affidavit. It is further represented. that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their • consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise
It is stated that the Transferee Company is having 9 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and all of them have given their respective consents by way of affidavits which are annexed to the. application. It is further represented that
the Company has 14 Unsecured Creditors all of them have given their consent by way of affidavit. It is further represented that the Company has
NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured
creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured
Creditors therefore the necessity of convening/holding a meeting does not arise.
The appointed date as specified in the Scheme is 01st April, 2020 subject to the directions of this Tribunal.
Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to
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 6 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/member†s is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
B. In relation to the Transferor Company No. 2:
a) With respect to Equity shareholders: In view of consent affidavits, from 7 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 no Secured Creditors, therefore the necessity of convening a meeting does, not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
C. In relation to Transferee Company:
a) With respect to Equity shareholders: In view of consent affidavits, from 9 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 no Secured Creditors, therefore the necessity of convening a meeting does not arise.
d) With respect to Unsecured Creditors: There are 14 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
Notice of this application shall also be served on the following:
(i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003;
(ii) Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019;
(iii) Official liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi-110001;
(iv) Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Building, I.P Estate,
New Delhi-110002. The notices to Income Tax .Authorities shall disclose sufficient details like PAN, ward numbers and assessing officers so that
timely and proper reply may be filed.
(v) and any other sectoral regulators required to be served.
The application stands allowed on the aforesaid term and disposed off.