S.K. Mohapatra, Member - (1.) This Application has been filed by the Applicant Company i.e. Transferor Company No. 2, under sections 230 and 232 of the Companies Act. 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016. duly supported by the separate affidavit of the Applicant Company, for seeking appropriate orders/directions for dispensing with/convening of the respective meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Applicant Company, in connection with the proposed Scheme of Amalgamation of the Transferor Company No. 1 and Applicant Company with the Transferee Company. The Scheme of Amalgamation (hereinafter referred to as the "SCHEME") is also placed on record along with the Application.
(2.) It is represented that the registered office of the applicant company is situated at 56-57, Ground Floor, A1-Block Shalimar Bagh New Delhi North West Delhi, India-110088, which is situated under the territorial jurisdiction of this Bench and therefore the present application is maintainable before this Bench. It is further represented that registered offices of the Transferor Company No. 1 and Transferee Company are situated within the territorial jurisdiction of Registrar of Companies of Tamil Nadu, which is outside the territorial jurisdiction of this Bench. Hence, the present application field separately by the applicant company "M/s Six Red Marbles Learning Private Limited" (Transferor Company No. 2) is taken up herein for consideration.
(3.) Six Red Marbles Learning Private Limited ("Applicant Company") was incorporated on January 19, 2012 under the provisions of the Companies Act, 1956. The authorized capital of the Applicant Company is Rs. 5,00,000/- divided into 50, 000 equity shares of Rs. 10/- each. The issued, subscribed and Paid-up capital of the company is Rs. 4,58,480/- divided into 45,848 equity shares of Rs. 10/- each. The applicant company is engaged in the business of developing, authorizing, editing, researching and translating learning and educational material in print and digital media including e-learning modules for all kinds of educational purpose on a business wholesale basis, in all countries and in all language and to assist published in such activates including independently executing such activities on behalf of the publishers.;