TaxTMI 
TaxTMI 
2021 (10) TMI 852
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....JYA PVT LTD(collectively referred as Transferor Companies) with APARNA CARBONS PRIVATE LIMITED (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-31". 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 the Stock exchanges. Further, the Applicant Companies have the following classes of Shareholders, Creditors and Debenture holders:- a) ACPL/T....
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.... of meeting for consideration and approval of the Scheme of Amalgamation. The Consents given by the shareholders of all the applicant companies in the form of affidavits are annexed with the application and marked "Annexure A-5", "Annexure A-15"and "Annexure A-25". 5. Directions are sought accordingly for (a) dispensing with meetings of the shareholders of the Transferee and Transferor companies. (b) dispensing with meetings of the Secured and Unsecured Creditors of the Transferor companies. (c) dispensing with meetings of Debenture holders of Transferee and Transferor companies. (d) for convening the meetings of secured and unsecured creditors of ACPL the Transferee Company, to consider the Scheme und....
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....diately after such conclusion of the prior meeting. (e) At least 30 (thirty) clear days before the date of the said meetings of the Transferee Company, an advertisement convening the said meetings of the secured creditors and Unsecured Creditors of the Transferee Company, be published once each in Financial Express (English) and Aajkal (Bengali) as per rule 7 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 (f) At least 30 (thirty) clear days before the date of the aforesaid meetings of the Transferee Company, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the Statement required to be sent under the Act and t....
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....such persons in Virtual or Physical Mode shall be counted for the purpose of quorum. Attendance at such meetings shall be recorded in the minutes of the meetings instead of taking physical attendance slips. In case the quorum for any meeting is not present within half an hour from the time appointed for the meeting, the Chairperson may adjourn such meeting to any date and time and take a decision on the quorum for the adjourned meeting. (k) Persons who are entitled and have an option to vote on the resolution may vote by remote e-voting by sending scan copy of ballot paper by email, if the meeting is held through VC/OAVM and/or through ballot process if the meeting is held physically. In case they cast their votes by remote e-votin....
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.... 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the Regional Director (Eastern Region), Ministry of Corporate Affairs, Kolkata, Registrar of Companies, West Bengal; Official Liquidator, High Court, Calcutta and Income Tax Department along with the Chief Commissioner of Income Tax having jurisdiction over the Applicant Company, by sending the same by hand delivery through special messenger or by speed post or by courier or by email forthwith after the notices are sent to the creditors. The notice shall specify that representation, if any, should be filed before this Tribunal within thirty da....