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of <h1>Tribunal approves shareholder & creditor meetings for merger under Companies Act</h1> <h3>Right Match Holdings Limited Versus R Systems International Limited</h3> Right Match Holdings Limited Versus R Systems International Limited - TMI Issues involved:Petition under Sections 230-232, Section 234 of Companies Act, 2013 for Scheme of Merger between Applicant/Transferee Company and Transferor Company.Detailed Analysis:1. Jurisdiction and Incorporation: The Applicant/Transferee Company filed a petition for merger under the Companies Act, 2013, with its registered office in Delhi. The Transferor Company, incorporated under the Mauritius Companies Act, holds investments in the Applicant/Transferee Company.2. Financial Details: Detailed financial information of both companies was provided, including authorized and paid-up share capital. The Applicant/Transferee Company is engaged in IT and BPO services and is listed on BSE and NSE.3. Rationale for Merger: The Scheme of Amalgamation aims to merge the Transferor Company with the Applicant/Transferee Company for various benefits, including simplification of shareholding structure, reduction in administrative costs, and organizational efficiency.4. Valuation and Approvals: Valuation reports and fairness opinions were submitted, and the Board of Directors of both companies approved the Scheme, subject to tribunal and court approvals.5. Meeting Convening: The tribunal directed the convening of meetings for equity shareholders, secured and unsecured creditors through postal ballot and/or e-voting, with appointed chairpersons and scrutinizer, and compliance with Companies Act, 2013 regulations.6. Publication and Notices: Requirements for sending individual notices, publishing advertisements in newspapers, and informing relevant authorities were outlined. The Applicant Company must provide Scheme copies to shareholders and creditors upon request.7. Compliance and Affidavit: Strict compliance with applicable laws, rules, and formats was mandated, including submission of an affidavit confirming notice service and publication compliance.8. Outcome: The tribunal allowed the application for convening meetings of shareholders and creditors of the Applicant/Transferee Company, paving the way for further proceedings related to the proposed merger.
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