TaxTMI 
TaxTMI 
2020 (1) TMI 1447
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....pplicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed by the applicant. The said Scheme is also commonly annexed as Annexure "A5" to both the applications. 2. The Applicant Companies in this Company Application has sought for the following reliefs: Transferee Company [CP/1319/CAA/2019] a) It is prayed that necessary directions may be given for convening, holding and conducting of meeting of the Shareholders of the Applicant Companies on the basis of the consent affidavit issued by each Equity Shareholder and pass such other order or orders as this Hon'bl....
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....r orders as this Hon 'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. b) It is prayed that necessary directions may be given for dispensing with convening, holding and conducting of meeting of the Secured creditors of the Applicant Company and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. 3. An affidavit in support of the above application is sworn for and behalf of the Transferee Company has been filed by one R S Raghavan, in the capacity as Director of the Transferee Company and on behalf of the Transferor Company by one Suresh Kumar Sewag, in the capacity as Director of the Transferor Compa....
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...., in view of the consent affidavits being obtained prior to the date of hearing, dispensation is being sought for. Taking into consideration, the filing of the consent affidavits of the Equity shareholders in relation to the Transferee Company being made prior to the date of hearing of the application, dispensation of the meeting as sought for is granted. However, this Tribunal seriously frowns upon the compliance made by the Applicant Company post filing of the Application, as the said practise is required to be curbed and eschewed by the Applicant Companies post filing of the Application. 8. From the certificate of incorporation filed, it is evident that Transferor Company is a Private limited company incorporated under the provisions ....
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....record by the companies. 12. The Appointed date as specified in the Scheme is 1^st April, 2019 subject to the directions of this Tribunal. 13. The Statutory Auditors of the Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards is in compliance with Section 133 of the Companies Act, 2013. 14. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices including by way of paper publication as follows: - A) IN RELATION TO THE TRANSFEROR COMPANY: ....
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....ent by way of affidavit have been obtained and is placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferee Company is directed to be held at 03:00 PM on 6th March 2020 at Vestin Park, No. 39, Montieth Road, Egmore, Chennai - 600 008 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. 15. The quorum for the meetings of the Unsecured Creditor of the Transferee Company shall be 5. i) The Ch....
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....d, if not more in relation to approval of the scheme. iv) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e- mail, 30 days in advance before the scheduled date of the meeting, 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 Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice. v) That the Applicant Company shall publish advertisement with a gap of atleast 30 clear....