TaxTMI 
TaxTMI 
2021 (2) TMI 309
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....mpany) under section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016. The Applicant Companies inter-alia seeking an order to dispense with convening of the meetings of the Equity Shareholders, Secured, Unsecured and Trade Creditors of both the Applicant Companies for consideration of the Scheme of Demerger and Arrangement between Applicant Companies and their respective shareholders and creditors as envisaged under the said Scheme. 2. The Registered Offices of the Applicant Companies are situated in the State of Telangana and therefore, they are within the jurisdiction of this Tribunal. 3. Brief facts leading to the filing of present case are as follows: I....
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....e, or to operate and manage as an agent, any type of power stations, (both grid connected and off-grid / distributed) and promote research and development, select suitable sites for solar power stations and ancillary facilities of every kind and description, ensure proper evacuation of power from such stations by providing for associated transmission facilities required for the purpose or otherwise and undertake all measures required therefore or incidental to any or all of the above etc. 4, According to the Applicant Companies the Demerged Company presently has two undertakings namely: a. Engineering, Procurement and Construction (EPC) Undertaking - Business of Engineering, Procurement and Construction (EPC) of Solar panels for....
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....ompany and Resulting Company subject to the approval of their shareholders and creditors. (Page No.222-229) 6. It is stated that no proceedings/Investigation pending against the Applicant Companies. 7. The Demerged Company has filed certificate of Practicing Company Secretary stating that as on 30.05.2020 there are three (3) Equity Shareholders holding 1,80,000 shares in the Demerged Company and all the three Equity Shareholders has given their consent in the form of affidavits agreeing to the proposed Scheme, (Page No.222 - 229) 8. The Demerged Company has filed certificate of Chartered Accountant stating that as on 31.03.2020 there are three (3) Secured Creditor i.e. Indian Renewable Energy Development Agency Limited, ICICI Bank ....
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....e the meeting of Equity Shareholders of the Demerged Company is dispensed with. 15. It is noted that all the Secured Creditors of Demerged Company has given consent affidavit agreeing to the proposed Scheme and hence the meeting of Secured Creditors of the Demerged Company is dispensed with. 16. It is noted that all the Unsecured Creditors of Demerged Company has given consent affidavit agreeing to the proposed Scheme and hence the meeting of Unsecured Creditors of the Demerged Company is dispensed with. 17. It is noted that all the Equity Shareholders of the Resulting Company has given consent affidavit agreeing to the proposed Scheme and hence the meeting of Equity Shareholders of the Resulting Company is dispensed with. 18. I....