TaxTMI 
TaxTMI 
2021 (6) TMI 323
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....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 Applicants. The said Scheme is also annexed as Annexure "A7" to the CA/619/CAA/2020. 2. The Applicant Companies in the Company Applications have sought for the following reliefs: Transferor Company [CA/619/CAA/2020] 1. To dispense with the requirement for convening, holding and conducting of a meeting of the Equity Shareholders and Preference Shareholders of the Applicant Company and also to dispense with the requirement of issue and publication of notices for the same. 2. To dispense with the requirement fo....
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.... other order or orders as this Hon'ble Bench may deem fit and proper in the circumstances of the case and render justice. 3. An affidavit in support of the above Applications are sworn for and behalf of the Transferor/Transferee Companies have been filed by one Mr. Mohan Muthanna Kudupoje, in the capacity as Director of the Transferor/Transferee Companies, along with the Application and it is also represented that the Registered office of both the Applicant Companies is situated within the territorial jurisdiction of the Bench of this Tribunal and falling within the purview of Registrar of Companies, Chennai. 4. In relation to the Transferor Company, in CA/619/CAA/2020 filed by the Applicant, it is evident from the list of Equity ....
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....feror Company is having Six (6) Unsecured Creditors and the Certificate issued by the Chartered Accountants to this effect is placed at pages 180 to 182 of the typed set filed with the application and upon the consent Affidavits of all the Six (6) Unsecured Creditors being obtained and placed at pages 183 to 202 of the typed set filed along with the Application, has sought for dispensation with holding of meeting. 5. In relation to the Transferee Company, in CA/620/CAA/2020 filed by the Applicant, it is evident from the list of Equity Shareholders as certified by the Chartered Accountants placed at Page 168 of the typed set filed with the application that it is having Two (2) Equity Shareholders and both of them have given their respecti....
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....ur Hundred Seventy Nine Lakh Eight Hundred Forty One Thousand and Six Hundred only) consisting of 36,924,100 equity shares of face value of Rs. 10/- each; 1,106,006 - 0.01% non-cumulative compulsorily convertible preference shares of Rs. 100/- each. 8. From the Certificate of Incorporation filed, it is evident that Transferee Company is a Private limited company incorporated under the provisions of Companies Act, 2013 on 04.03.2020, with Registrar of Companies, Chennai, Tamil Nadu. The Authorized Share Capital of the Transferee Company is Rs. 24,00,000/- (Rupees Twenty Four Lakh Only) consisting of 2,40,000 Equity Shares of face value of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital of the Transferee Company is Rs. Rs. 2,83,6....
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....feror Company that there are 2 Equity Shareholders in the Company whose consents by way of affidavits have been obtained and are 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. (ii) With respect to Preference shareholders: Since it is represented by the Transferor Company that there is 1 Preference Shareholder and the entire Preferential Share Capital is held by the Transferee Company and that the Transferee Company has duly approved the Scheme of Amalgamation and Board of Directors of the Company has also duly passed a resolution to this effect, the necessity of convening and holding a meeting to consider and if thought fit, t....