TaxTMI 
TaxTMI 
2020 (9) TMI 1000
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....Limited, Maxworth Leafin and Investment Private Limited, Satguru Iron & Steel Company Private Limited (Transferor Companies) with Bhagyashree Infrastructure Private Limited (Transferee Company) and their respective shareholders as set out in the scheme of amalgamation annexed at Annexure A-21 at pages 349-389 of the Application ('Scheme'). 3. The Registered Office of each of the Applicant Companies is situated in the State of Maharashtra, within the jurisdiction of this Bench. 4. Learned authorised representative submits that the Board of Directors of each of the Applicant Companies have approved the Schemeat their respective meetings. 5. A meeting of the Equity Shareholders of the First TransferorCompanyshall be convened through video conferencing or other audio-visual means on 03.09.2020 at 10:30 AMand shall be conductedas per MCA General Circular No.20/2020 for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. 6. A meeting of the Equity Shareholders of the Second Transferor Company shall be convened through video conferencing or other audio-visual means on 03.09.2020 at 11:30 AM and shall be conducted as per MCA Gene....
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.... Applicant Companies at their respective registered e-mail address of the equity shareholders as per records of all the Applicant Companies or can be obtained free of charge at the Registered Office of the Applicant Companies as aforesaid. All the Applicant Companies shall publish the notice of convening the meeting of equity shareholders in 'Business Standard'in English and 'Navshakti'in Marathi, both having wide circulation in Mumbai. 13. As per the records there are no preference shareholders in the Applicant Companies. 14. The Applicant Companies undertake to: i. issue notice of convening of meeting of the shareholders through digitally or any other mode as per Form No.CAA.2 as prescribed underrule6 of the (Companies, Arrangements and Amalgamations) Rules, 2016; ii. issue statement containing all the particulars as per section 230 of the Companies Act, 2013; iii. issue Form of Proxy as per Form No.11 as per rule 19 of the Companies (Management and Administration) Rules, 2014; and iv. advertise the notice of convening meeting of the shareholders in the English newspaper and Marathi newspaper as per Form No.CAA.2 as prescribed under rule 7 of the (Companies, Arrangement....
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....30) shall be the alternate Chairperson of the said meeting. The Scrutiniser for the meeting of the Fourth Transferor Company shall be Ms Aditi Vohra, Practising Company Secretary having membership No.A54593 and Certificate of Practice No.20483 and her remuneration is fixed at Rs.5,000/- (Rupees five thousand only)/-. 20. Mr Pawan Khandelwal (DIN: 00428596), director of the Company shall be the Chairperson of the meeting of equity shareholders of the Transferee Company and failing him, Mr. Manish Khandelwal (DIN: 00428530) shall be the alternate Chairperson of the said meeting. The Scrutiniser for the meeting of the Transferee Company shall be Ms Aditi Vohra, Practising Company Secretary having membership No.A54593 and Certificate of Practice No.20483 and her remuneration is fixed at Rs.5,000/- (Rupees five thousand only)/-. 21. The Chairperson appointed for the aforesaid equity shareholders of the Applicant Companies to issue the notices of the meeting whether physically or digitally referred to above. The said Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting, including for de....
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....ty shareholders is proposed to be held in accordance with the provisions of section 230(1)(b) of the Companies Act, 2013. He further submits that meetings of the Unsecured Creditors of each of the Applicant Companies be dispensed with since there is no diminution of liability of any creditor and no sacrifice is called for. Considering the submissions, this Bench hereby dispenses with the meetings of the Unsecured Creditors of each of the Applicant Companies. However, this Bench hereby directs that notices be issued to each Unsecured Creditor of each of the Applicant Companies with a direction that they may submit their objection, if any, to the Tribunal within thirty days of receipt of notice. Copies of such objections shall simultaneously be served upon the respective Applicant Company at its Registered Office. It shall be the duty of the Applicant Company concerned to ensure that every creditor of such company is put on notice as regards the Scheme. Further, any objection raised by any person shall be considered at the time of final disposal of the Company Petition. 29. The Applicant Companies to serve the notice upon - (1) the Central Government through the office of the Regi....