TaxTMI 
TaxTMI 
TaxTMI 
2020 (10) TMI 229
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...., namely:- a) Dispensation of meetings of Equity Shareholders, Preference Shareholders and Unsecured Creditors of Transferor/ Applicant Company No. 1 and the convening of meeting of Secured Creditors of Transferor/Applicant Company No. 1: b) Dispensation of meetings of Equity Shareholders and Preference Shareholders of Transferee/Applicant Company No, 2 and convening of meetings of Secured Creditors and Unsecured Creditors of Transferee/Applicant Company No. 2: c) Appropriate Orders/Directions for serving a notice to the Regional Director, Registrar of Companies, Official Liquidator and Jurisdictional Assessing Officer of the Applicant Companies; cl) Appropriate Orders/ Directions for permitting the fling of application, petition, other documents as may be required, for the purpose of sanctioning the proposed Scheme; e) Pass such other and further orders as are deemed necessary in the facts and circumstances of the case; 2. Affidavits in support of the above application sworn for and on behalf of the Applicant Companies have been filed along with the application. Counsel for the joint applicants took us through the averments made in the application. Learned Counsel repre....
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....of the meetings for the purpose of obtaining their approval to the proposed Scheme. 5. Both the companies have filed their Memorandum and Articles of Association as well as their last available audited financial statements for the year ended 31.03.2019. 6. The Board of Directors of the Transferor Company and the Transferee Company vide separate meetings have approved the proposed Scheme of Amalgamation as contemplated above and copies of the resolutions passed there at have been placed on record by the companies. 7. It is submitted that the proposed amalgamation is sought to be made under the provisions of Section 230 and 232 of the Companies Act, 2013 read with Companies (Amalgamations, Compromises and Amalgamations) Rules, 2016, All the applicant companies have submitted that no proceedings for inspection, inquiry or investigation under the provisions of Companies, Act, 2013 or under the provisions of the Companies Act, 1956 is pending against any of the applicant companies. 8. It is pertinent to mention here that in respect of shareholders of both applicant companies the applicant has prayed for dispensation from holding and convening their respective meetings on the ground ....
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....quorum for the meeting of the Equity Shareholders of the Transferor/Applicant Company No. 1 shall be 4 in number or 75 %in value whichever is higher. (ii) With respect to Preference Shareholders: Meeting of the Preference Shareholders of theTransferor/Appiicant Company No. 1 is directed to be held on August 8th, 2020 at 01:00 PM at ML 13, Forest Lane, Sainik Farm, New Delhi-110068 or Online subject to the notice of meeting being issued. The quorum for the meeting of the Preference Shareholders of the Transferor/Applicant Company No. 1 shall be 1 in number. (iii) With respect to Secured Creditors: Meeting of the Secured Creditors of the Transferor/Applicant Company No. 1 is directed to be held on August 08th 2020 at 02:00 PM at ML 13, Forest Lane, Sainik Farm, New Delhi-110068 or Online subject to the notice of meeting being issued. The quorum for the meeting of the Secured Creditors of theTransferor/Applicant Company No. 1 shall be 3 in number or 75% in value whichever is higher. (iv) With respect to Unsecured Creditors: Since it is represented by the Transferor/Applicant Company No. 1 that Unsecured creditors holding 92% in value of the Unsecured debt in the Company ha....
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...., if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the Applicant Companies at least 48 hours before the meetings. The Chairperson and Alternate Chairperson appointed herein along with scrutinizer shall ensure that the proxy registers are properly maintained. E. The fee of the Chairperson for the aforesaid meetings shall be Rs. 1,50,000/- ( One Lakh Fifty Thousand) and the fee of the Alternate Chairperson shall be Rs. 1,25,000/- ( One Lakh Twenty Five Thousand) the fee of the Scrutinizer shall be Rs. 1,25,000/-( One Lakh Twenty Five Thousand) in addition to meeting their incidental expenses. The Chairpersons will file their reports within a week from the date of holding of the above said meetings. F. That individual notices of the said meetings shall be sent by the Applicant Companies through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meetings, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies ....