TaxTMI 
TaxTMI 
2020 (10) TMI 966
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.... (i) to direct that the meetings of the Equity Shareholders, Secured and Unsecured Creditors of both the Applicant Companies and publication of notice envisaged under Section 230 of the Companies Act, 2013 for consideration and approval of the Scheme for Amalgamation of Kunnath Paper Mills Private Limited and Mundassery Board and Paper Mills Private Limited be dispensed with in view of the Affidavits sworn to by the Members, Secured and Unsecured creditors of both the Companies giving their consent to the amalgamation; and (ii) Pass such further and other orders as may be deemed necessary 2. The applicant companies submitted that they are having similar objects, complementary to each other. The proposed scheme of Amalgamation between the....
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.... on 31.3.2019 along with the Audited Financial Statement for the period ending 31.10. 2019 of both the applicant companies are on record. 4. The Statutory Auditors reports pertaining to both the Applicant Companies certifying that the Accounting Standards proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 on the basis of verifications carried out by them with respect to the proposed scheme of amalgamation between Kunnath Paper Mills Private Limited (Transferee Company) and Mundassery Board and Paper Mills Private Ltd (Transferor Company) are also on record. 5. The Scheme of Amalgamation was approved on 04.08.2020 by the respective Boards of the Companies namely, Ku....
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....hareholders in the Transferor Company viz., M/s. Mundassery Board and Paper Mills Private Limited. Separate affidavits sworn to by 22 Members/Shareholders (aggregating to 99.82%) of the Transferor Company, expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme have been produced. (b) The Certificate issued by the Chartered Accountant stating that the balance of secured creditors in the Transferor Company is "NIL", is also produced. (c) There is only one unsecured creditor in the Transferor Company. Affidavit sworn to by him, expressing his consent to the Scheme of Amalgamation and for dispensation of meeting for approval of the scheme is also produced. 9. M/s. Kunnath Pap....
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....Creditors of the Transferee Company as well as more than 99% of the shareholders and the only one Unsecured Creditor in the Transferor Company have been supporting and agreeing to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme by way of their consent affidavits. There is no Secured Creditor in the Transferor Company. 12. In view of the above, I am of the view that calling of the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called. Hence, the following order is passed: ORDER (i) The meetings of the Members/Shareholders, Secured and Unsecured Creditors of t....