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2021 (8) TMI 1107

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....es Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016. 2. The present Company Application is filed, inter-alia, seeking the following prayers:- i) To dispense with the Meetings of the Equity Shareholders of the 1st Applicant Company/Transferor Company. ii) To dispense with the meetings of the Equity Shareholders, unsecured Creditors and secured Creditor of the 2nd Applicant Company/Transferee Company. 3. The Registered Offices of the Applicant Companies are situated in the State of Telangana and therefore, they are within the jurisdiction of this Tribunal. 4. Brief facts leading to the filing of the instant application are as follows: I) In respect of Transferor Com....

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....ror Company has filed certificate of Chartered Accountant stating that as on 31.03.2021 there are 7 Class A Equity Shareholders and 15 Class B Equity Shareholders in the Transferor Company and all the above Equity Shareholders have given their respective consent affidavits agreeing to the proposed Scheme. (Placed at Page No. 183-185 & 187 -207). 8. The Transferee Company has filed certificate of Chartered Accountant stating that as on 31.03.2021 there are 10 Class A Equity Shareholders and 3 Class B Equity Shareholders in the Transferee Company and all the above Equity Shareholders have given their respective consent affidavits agreeing to the proposed Scheme. (Placed at Page No. 208 - 222). 9. The Transferor Company has filed certifi....

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....t Applicant/Transferor Company shall be held on 27.09.2021 at 10.30 AM at the Registered Office of the Transferee Company i.e. 15-9-585 & 584, 1st and 2nd Floor, Mahaboob Gunj, Near Siddiamber Bazar Masjod, Hyderabad - 500012, Telangana for the purpose of considering and if, thought fit, approving with or without modification(s) the arrangement embodied in the Scheme. b) A meeting of the Equity Shareholders of the 2nd Applicant/Transferee Company shall be held on 27.09.2021 at 12 Noon at the Registered Office of the Transferee Company i.e. 15-9-585 & 584, 1st and 2nd Floor, Mahaboob Gunj, Near Siddiamber Bazar Masjid, Hyderabad - 500012, Telangana for the purpose of considering and if, thought fit, approving with or without modific....

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....y adjournment thereof. h) Mrs. J. Anantha Laxmi, Advocate (Mobile No. 8008012987) is appointed as the Scrutinizer for the aforesaid meetings and in respect of any adjournment thereof. i) The remuneration of Chairman/Chairperson is fixed at Rs. 75,000/-(Rupees Seventy Five Thousand only) for each meeting and remuneration of the scrutinizer is fixed at Rs. 50,000/- (Rupees Fifty Thousand only) for each meeting. j) At least one month before 27.09.2021 i.e. the date of the aforesaid meetings, an advertisement about convening of the said meetings, indicating the day, date, place and time, as aforesaid, shall be published in Business Standard (in English) and in Nava Telangana (in Telugu). The publication shall indicate....

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....polling paper at the venue of the meeting. l) The quorum for the meeting shall be as per Provisions of Section 103 of the Companies Act, 2013. m) Voting by proxy/authorised representatives is permitted provided that the proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting is filed with the Applicant/Transferee Company at the Registered Office i.e. 15-9-585 & 584, 1st and 2nd Floor, Mahaboob Gunj, Near Siddiamber Bazar Masjod, Hyderabad - 500012, Telangana, not later than 48 hours before the meetings vide Rule 10 of the Companies (CAA) Rules, 2016 read with Section 105 of the Act. n) The Chairman/Chairperson to file an Affidavit not less than 7 (s....