2021 (4) TMI 763

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....nafter referred to as 'Applicant Company No. 1/Transferor Company') was incorporated on 04.04.2011 in State of Gujarat and subsequently shifted to State of Karnataka vide order of the Regional Director dated 08.11.2019 bearing CIN: U15490KA2011 PTC 130648 and having its registered office situated at 12, Sharada Plaza, Ashwathnagar, RMV II Stage, Sanjaynagar Main Road, Bangalore 560094. Its Authorised Share Capital is Rs. 23,50,00,000/- divided into 2,35,00,000 Equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs. 23,44,17,810/- divided into 2,34,41,781 Equity Shares of Rs. 10/- each as on 31.03.2020. The Transferor Company is inter-alia engaged to carry on the business as manufacturers, importers, exporters, traders, buyers, sellers, merchants, agents, dealers, distributors, commission agents, brokers, stockiest, and otherwise to deal in tissue papers and related products etc. (2) M/s. VUSA & Associates LLP, Chartered Accountant, have issued a Certificate dated 19.09.2020 by certifying that there are 06 (Six) Equity Shareholders in Transferor Company as on 31.08.2020, viz., M/s. Origami Cellulo Private Limited holding 1,14,63,031 Equit....

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....0,100/- divided into 6,35,801 Equity Shares of Rs. 100/- each as on 31.03.2020. The Transferee Company is inter-alia engaged to manufacture, buy, sell, supply, import, export, distribute and deal in all kinds and types and qualities of products from Cellulose, viscose or polyester fibre or blends and laminates thereof including all types of papers and nonwoven materials in form of rolls etc. (6) M/s. Singhi & Co., Chartered Accountant, have issued a Certificate dated 24.09.2020 by certifying that there are 08 (Eight) Equity Shareholders in Transferee Company as on 31.08.2020, viz., Mr. Manoj Kumar Pachisia holding 2,29,460 Equity Shares, Ms. Neelam Pachisia holding 2,04,094 Equity Shares, Mr. Divyanshu Pachisia holding 21,235 Equity Shares etc. Accordingly, Mr. Manoj Kumar Pachisia, has filed an Affidavit dated 28.09.2020 by inter alia stating that he is Equity Shareholder of the Transferee Company and confirm no objection to waive off the requirement of calling the meeting of Members. Similarly, Ms. Neelam Pachisia has also filed an Affidavit dated 28.09.2020 with similar declaration for the proposed Scheme of Amalgamation. Similarly, other 06 (Six) Equity Shareholders have also....

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....sed scheme of Amalgamation. (10) The Board of Directors of the Applicant Companies in its respective meetings held on 15th September, 2020, have approved and adopted the Scheme of Amalgamation. (11) Further, M/s. VUSA & Associates LLP, Chartered Accountants, the Statutory Auditors of the Applicant Company No. 1, has issued a Certificate dated 19th September, 2020 by inter alia stating that the accounting treatment specified in the Part B of the aforesaid Scheme is in compliance with all the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 and other generally accepted accounting principle in India. (12) Further, Singhi & Co.., Chartered Accountants, the Statutory Auditors of the Applicant Company No. 2, has issued a Certificate dated 24.09.2020 by inter alia stating that the accounting treatment specified in the Part B of the aforesaid Scheme is in compliance with all the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 and other generally accepted accounting principle in India. (13) The rationale for the Scheme inter alia resulting in consolidation of business of two Companies in one entity and th....

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....nd Scrutinizer for convening the meeting, fixing venue, time, quorum etc. 6. In the result, C.A. (CAA) No. 21/BB/2021 is disposed of with the following directions: (i) Convening and holding of the meetings of the Equity Shareholders of the Applicant Companies is hereby dispensed with; (ii) Convening and holding of the meetings of the Secured Creditors of the Applicant Companies is hereby dispensed with; (iii) The meeting of the Unsecured Creditors of the Transferor Company be convened and held on 29.05.2021 at 11:00 A.M, through Video Conference, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Shri Anil Kumar Choudhary, having address: Flat No. 8370, Sector-C, Pocket - 8, Vasant Kunj, New Delhi - 110070 Contact No: 9968291659 Email ID: [email protected] is appointed as Chairperson and Shri Prasanna Naganur CS, having address: No. 3114A, 2nd Floor, 18th Cross, K.R. Road, Banashankari 2nd Stage, Bengaluru - 560 070, Contact No: 9611805806, Email ID: [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be Rs. 80,000/- and for Scrutin....