2021 (9) TMI 169

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....h Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Amalgamation (for brevity the "SCHEME") proposed among the applicants. 2. An Affidavit in support of the application sworn for and on behalf of both the Applicant Companies has been filed by the authorized representative of the applicant companies. 3. It is represented that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. Learned Counsel has taken us through the averments made in the application as well as the typed set of documents annexed there with. 4. It is further represented that the application filed by the applicants is ....

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....ditors, the transferee company seeks dispensation from convening and holding of their respective meetings on the ground that all Shareholders (except 1 shareholder i.e., M/s. Scout Exim Private Limited is struck off by ROC) as well as all the Unsecured Creditors have given consent affidavits in favour of the Scheme. 7. The above application has been placed before us and this Tribunal proceeds to entertain the same. The registered offices of all the applicant companies are situated within New Delhi which are subject to the territorial jurisdiction of Registrar of Companies. NCT, Delhi as well as that of this Tribunal. 8. We have perused the application and the connected documents filed along with the Scheme of Amalgamation contemplated....

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....Taking into consideration the application and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same which are as follows:- A. In relation to the Transferor Company No. 3:- i. The meeting of Equity Shareholders is dispensed with as there are only 3 equity shareholders in the company and all of their consent affidavits in favour of the Scheme have been placed on record. ii. The meeting of Secured creditors is also dispensed with as there is only 1 Secured Creditor in the company and the consent affidavits in favour of the Scheme have been placed on reco....