TaxTMI 
TaxTMI 
2021 (10) TMI 853
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....the Companies Act, 2013. The prayer made is to dispense with convening and holding of the meeting of Shareholders and Creditors in relation to the Transferor and Transferee Companies for approval of the 'Scheme of Merger by way of Absorption' ("Scheme" for brevity hereinafter), which shall take effect from the Appointed Date of 01.04.2020. 2. It is pertinent to mention here that the Applicant Companies vide two affidavits dated 24.06.2021 and 30.07.2021 have also filed certain additional documents on record. The details of the Applicant Companies are given in the following paragraphs. 3. That M/s. BG India Energy Private Limited (hereinafter referred to as the "Transferor Company No. 1") having CIN No. U40200DL1998PTC 176478 i....
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....ecord that the Board of Directors of all the Applicant Companies vide separate meetings held on 15.03.2021 have approved the proposed 'Scheme of Amalgamation'. It is submitted that the Board of Directors of all the Applicant Companies are of the view that the proposed Scheme would benefit their Shareholders, creditors and the employees. 9. It is stated by the Applicant Companies that all the applicant companies are part of the Shell Group of Companies and their ultimate holding company is the Royal Dutch Shell Pic. The Royal Dutch Shell Pic has proposed to consolidate its entities in order to rationalise the corporate structure in India. The Applicant Companies have submitted that as a result of consolidation, the following benef....
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....requirement of convening their meeting does not arise. 15. That in the Applicant Companies have made prayer for convening the meetings of their respective Shareholders. Therefore, the following directions are passed: i. That as per the averment made in the application, all the Applicant Companies have 2 shareholders each. Accordingly, it is ordered that: * The meeting of the Equity Shareholders of Applicant company No. 1 is scheduled to be held on 06.10.2021, at 10:30 A.M. at the Registered office of the Transferor Company No. 1 either in physical or virtual mode. * The meeting of the Equity Shareholders of Applicant Company No. 2 is scheduled to be held on 06.10.2021, at 11:30 A.M. at the registered office of ....
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....registration No. IBBI/IPA-001/IP-P00577/2017-2018/11018. Mr. Mohit Kumar Gupta (Email Id: mohitguptal [email protected]) having registration No. IBBI/IPA-001/IP-P00782/2017-2018/11355 is appointed as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting. iii. As per the prayer made by the Applicant Companies in the present Scheme of Amalgamation, this Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, the Applicant Companies shall serve the notices of these meetings to the following Authorities, namely: (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, (b) Registrar of Compa....