The Tribunal can dispense with meetings of creditors if over 90% consent, but no analogous provision exists for shareholders, requiring careful legal scrutiny.

ORDER

PER: SANJEEV RANJAN, MEMBER (TECHNICAL)

1. This is a First Motion Application jointly filed by the Applicant Companies seeking approval of this Tribunal about the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 in respect of above Applicant Companies. It is represented that the registered office address of all the Applicant Companies is situated in New Delhi and therefore the subject matter of the said application falls within the jurisdiction of this Tribunal. The brief description of the Applicant Companies, as per the Master data is are as follows:

a) Applicant Company No. 1 namely M/s. Aeroline Paper Products Private Limited bearing CIN: U74110DL2008PTC184671 was incorporated on 05/11/2008 under the provisions of the Companies Act, 1956 as a Company limited by Shares (Non-govt. company) with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at F-80, Third Floor, Khanpur Village Khanpur extn., South Delhi-110062, India. The Authorized Share Capital of the Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs. 10/- each.

b) Applicant Company No. 2 namely M/s. Genesis Paper Art Private Limited bearing CIN: U74110DL2010PTC212016 was incorporated on 31/12/2010 under the provisions of the Companies Act, 1956 as a Company limited by Shares (Non-govt. company) with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 2 is situated at 125-A Sant Nagar, East Delhi, New Delhi-110065 The Authorized Share Capital of the Company is Rs.40,00,000/- and issued, subscribed and paid- up share capital of the Company is Rs. 39,37,110/-

c) Applicant Company No. 3 namely M/s. SGM Paper Products Private Limited bearing CIN: U21099DL2019PTC351057 was incorporated on 07/06/2019 under the provisions of the Companies Act, 2013 as a Company limited by Shares (Non-govt. company) with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of the Transferee Company is situated at 34, Pocket-A, East of Kailash, South Delhi, New Delhi-110065. The Authorized Share Capital of the Company is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each and issued, subscribed and paid- up share capital of the Company is Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/- each.

2. The Affidavits in support of the present application have been sworn by Mr.

Manish Sachdeva, Director and authorized representative of Applicant Company No. 1, by Mr. Suraj Prakash Sharma, Director and authorized representative of Applicant Company No. 2, and by Mr. Manish Sachdeva, Director and authorized representative of Applicant Company No. 3 who have been duly authorized vide board resolutions of all the Applicant Companies.

All the Affidavits are filed along with the Application.

3. The Board of Directors of the Applicant No. 1/Transferor Company No. 1 as well as the Board of Directors of the ApplicantNo.2/Transferor Company No. 2 and the Board of Directors of the Applicant No.3/ Transferee Company in their separate meetings held on 30.01.2025 respectively have approved and adopted the Resolution to transfer and vest the Amalgamated Undertaking of the Applicant No. 1 Company/ Transferor Company No.1 and Applicant No. 2 Company/ Transferor Company No.2 into the Applicant No. 3/Transferee Company on a going concern basis in accordance with the terms of the Scheme of Amalgamation.

4. The Applicant Companies have filed its Memorandum and Ar