Court approves Scheme of Amalgamation for two companies; Equity Shareholders' meetings waived via consent affidavits.

The court approved the Scheme of Amalgamation (Merger by Absorption) of two companies, with dispensation of Equity Shareholders meetings due to consent affidavits. Both companies had no Secured Creditors, positive Net-worth, and Unsecured Creditors requiring notices. Publication and service of notices to authorities were mandated, along with the appointment of an Official Liquidator and Chartered Accountant. The companies were directed to file an affidavit of service within 10 days, with the Scheme's appointed date set for 14th August 2019.

---

---

Issues:
1. Scheme of Amalgamation (Merger by Absorption) of two companies
2. Dispensation of meetings of Equity Shareholders
3. Absence of Secured Creditors in both companies
4. Positive Net-worth and Unsecured Creditors in each company
5. Publication and service of notices to various authorities
6. Appointment of Official Liquidator and Chartered Accountant
7. Filing of an affidavit of service

Detailed Analysis:

Issue 1: Scheme of Amalgamation
The judgment pertains to the Scheme of Amalgamation (by way of Merger by Absorption) of two companies, namely Andromeda Sales And Distribution Private Limited (Transferor Company) and Geosansar Advisors Private Limited (Transferee Company).

Issue 2: Dispensation of Equity Shareholders Meetings
Meetings of Equity Shareholders of both companies were dispensed with, as all shareholders provided consent affidavits approving the proposed Scheme of Amalgamation.

Issue 3: Absence of Secured Creditors
Both companies had no Secured Creditors, as confirmed by Chartered Accountants through certificates annexed to the Company Scheme Application.

Issue 4: Positive Net-worth and Unsecured Creditors
- The First Applicant Company had a positive Net-worth and 476 Unsecured Creditors, with a directive to issue notices to them.
- The Second Applicant Company also had a positive Net-worth and a Sole Unsecured Creditor, necessitating a notice to be served.

Issue 5: Publication and Service of Notices
The Applicant Companies were directed to publish the Scheme in two local newspapers and serve notices to various authorities, including the Regional Director, Registrar of Companies, and Income Tax Authority.

Issue 6: Appointment of Official Liquidator and Chartered Accountant
An Official Liquidator was appointed, and a Chartered Accountant was engaged for services related to the Scheme, with specific remuneration mentioned.

Issue 7: Filing of Affidavit of Service
The Applicant Companies were required to file an affidavit of service within 10 days from the issuance of public advertisement, hosting on websites, and serving notices to authorities, ensuring compliance with all directions.

The appointed date for the Scheme was 14th August 2019, and a deadline was set for the filing of a Connected Company Petition.

---