TaxTMI 
TaxTMI 
2021 (4) TMI 1238
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....lgamation of M/s. Jupiter Wagons Limited (Transferor Company) situated at Kolkata (W.B.) with M/s. Commercial Engineers & Body Builders Co. Ltd. (Transferee/ amalgamated Company) hereinabove. 2. The Registered Offices of the applicant Transferee company is situated at Jabalpur in the state of Madhya Pradesh thus under the jurisdiction of this Tribunal. The registered office of amalgamating company is situated in Kolkata in the state of West Bengal hence the separate application is filed before the respective bench for the necessary directions in respect of amalgamating company for the proposed scheme of amalgamation. 3. The Ld. PCS of the applicant amalgamated company has submitted that the issued, subscribed, and paid share capital of the applicant amalgamated company are as under; I. Rs. 89,48,26,570 (Rupees Eighty-Nine Crores forty-Eight lakhs Twenty Six thousand five hundred and seventy) divided into 8,94,82,657/- (Eight Crores ninety-four lakhs eighty-two thousand six hundred and forty- seven) equity shares of Rs. 10/- each. II. Rs. 67,48,22,900/- (Rupees Sixty-seven crores forty-eight lakh twenty-two thousand nine hundred only) divided into 67,48,229 (....
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....is also submitted by the applicant amalgamated company that neither the amalgamated company nor amalgamating company is a shell company and none of the directors of the said companies are disqualified under section 164 of the Companies Act, 2013. 11. The following are the reliefs prayed by the applicant / amalgamated company; I. This Tribunal may please to direct for holding and convening of the meetings of the equity shareholders of amalgamated companies. II. This Tribunal may please to dispense with the meetings of preference shareholders of the applicant amalgamated company. III. This Tribunal may please to direct for holding and convening of the meetings of secured as well unsecured creditors of applicant amalgamated company. IV. This Tribunal may kindly direct to issue notices to the statutory authorities under section 230(5) of the Companies Act, 2013; 12. Heard the learned PCS for the applicant amalgamated company and gone through the record; I. On perusal of the record, it is found that there are 10886 Equity Shareholders in Applicant amalgamated Company. A list of equity shareholders of the applicant amalgamated company ce....
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....cant amalgamated Company to the Scheme, shall be carried out through remote e-voting and e-voting at the time of the VC/OAVM meeting (Insta Poll). It is further directed that the voting for the meetings of the Secured Creditors and the Unsecured Creditors shall also be carried out through remote e-voting and e-voting at the time of the VC/OAVM meeting (Insta Poll); VI. At least one month before VC/OAVM meeting, an advertisement about the convening of the said meetings, indicating the day, the date, and time shall be published in English Daily, 'Financial Express" (All editions), and a Hindi translation thereof in "Raj Express" (All Edition). The publication shall indicate the time within which the copies of the Scheme shall be made available to the concerned persons free of charge from the registered office of the Applicant Company. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read with Section 230-232 of the Act can be obtained free of charge at the registered office of the Applicant amalgamated Company in accordance with the second proviso to sub-section (3) of Section 230 of the Act and Rule 7 of ....
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....y, is appointed as Scrutinizer for the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant amalgamated Company; X. The Chairman appointed for the aforesaid meetings shall issue the advertisements and sent out the notices of the meetings referred to above. The Chairman is free to avail the services of the Applicant Company or any agency for carrying out the aforesaid directions. The Chairman of the meetings shall have all powers under the Articles of Association of the Applicant Company and also under the Rules in relation to conduct of meetings, including for deciding any procedural questions that may arise at the meetings or at adjournment or adjournments thereof proposed at the said meetings, amendment(s) to the aforesaid Scheme or resolution, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the aforesaid meetings of by remote e-voting and e-voting at the VC/OAVM meetings; XI. The quorum for the meeting of the Equity Shareholders shall be determined in accordance with Section 103 of the Companies Act, 2013. The quorum for the meeting of the Secured Creditors shal....