2021 (8) TMI 413

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.... LTD., RANKINI TRADERS PVT. LTD., SAHAJ RESOURCES PVT. LTD., SHAREWARE FINVIN PRIVATE LIMITED, UDAIPURIA COMMERCIAL PVT. LTD. and UTPAL VINCOM PVT. LTD. (collectively referred as Transferor Companies) with CROCHET TRADE AND INVESTMENT PVT. LTD. (Transferee Company) and their respective shareholders and creditors, whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, i.e. 01.04.2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation annexed with the Application as "Annexure-81". 2. It is submitted by Ld. Authorized Representative appearing for the Applicants that the shares of the Applicant Companies are not listed on any of ....

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....further submits that the Transferee and Transferor companies are Non Banking Finance Company, registered with RBI, presently engaged in the business of financial activities. 4. The Board of Directors of the Transferee and Transferor Companies respectively have at their Board Meetings, held on 28.12.2020 approved and resolved to carry out the said Scheme of Amalgamation. The copies of the resolution passed by the applicant Companies are annexed with the Application as "Annexure A-98". 5. It is further submitted that all the Equity shareholders of the Transferee and Transferor Companies, holding 100% of the shares of the respective Companies, have consented to the Scheme of Amalgamation by way of consent in the form of affidavit to waiv....

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....'s Certificate, the requirement of convening and holding of separate meetings of the secured creditors for the Scheme of amalgamation are dispensed with. c) In view of the fact that both the Transferee Company and the Transferor Companies have Nil unsecured creditors as verified by the Auditor's Certificate, the requirement of convening and holding of separate meetings of the secured creditors for the Scheme of amalgamation are dispensed with. d) In view of the fact that both the Transferee Company and the Transferor Companies have Nil Debenture holders as verified by the Auditor's Certificate, the requirement of convening and holding of separate meetings of the secured creditors for the Scheme of amalgamation ....