TaxTMI 
TaxTMI 
2021 (10) TMI 1087
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....Ltd. (for brevity "transferor company-III") with M/s. Shree Aagarsen Steel Industries P. Ltd. (for brevity "transferee company") under sections 230-232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the scheme of amalgamation and arrangement (hereinafter referred to as the "scheme"). The said scheme is also annexed as annexure "49" to C. A. (CAA) No. 37 (CHE) of 2021. 2. The applicant-companies in this company application have sought for the following reliefs : (a) Dispensing the meeting of equity shareholders of all applicant- companies. (b) Dispensing the meeting of creditors of all ....
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....e application and also the consent by way of affidavits given by both the creditors are placed at pages 273 to 278 and sought for dispensation with holding of meeting. 5. Navsha Homes P. Ltd. (transferor company-II) (i) There are 2 (two) equity shareholders and the certificate issued by the chartered accountants to this effect is placed at page 224 of the typed set filed with the application and also the consent by way of affidavits given by both the equity shareholders are placed at pages 225 to 230 and sought for dispensation with holding of meeting. (ii) There is Nil secured creditor and the certificate issued by the chartered accountants to this effect is placed at page 294 of the typed set filed along with the appl....
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....ages 270 to 271 of the typed set filed with the application and also the consent by way of affidavits given by all the equity shareholders are placed at pages 242 to 269 and sought for dispensation with holding of meeting. (ii) There is 1 (one) secured creditors and the certificate issued by the chartered accountants to this effect is placed at page 317(A) of the typed set filed along with the application and also the consent by way of affidavits given by the sole creditor is placed at pages 315 to 317 and sought for dispensation with holding of meeting. (iii) There are 75 (seventy five) unsecured creditors and certificate issued by the chartered accountants to this effect is placed at pages 370 to 374 of the typed set fil....
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....is evident that the transferor company-III is a private company incorporated under the provisions of Companies Act, 1956 on February 19, 2009. The authorized share capital of the transferor company-III is Rs. 40,00,000 (rupees forty lakhs only) consisting of 40,000 equity shares of Rs. 100 each. The issued, subscribed and paid-up capital of the transferor company-II is Rs. 40,00,000 (rupees forty lakhs only) consisting of 40,000 equity shares of Rs. 100 each. 12. From the certificate of incorporation filed, it is evident that the transferee company is a private company incorporated under the provisions of the Companies Act, 1956 on September 4, 2008. The authorized share capital of the transferee company is Rs. 5,00,00,000 (rupees five c....
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.... directions as follows : (A) In relation to the transferor company-I (i) With respect to equity shareholders : Since it is represented by the applicant-company that there are two equity shareholders whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to secured creditors : Since it is represented by the applicant-company that there is Nil secured creditor in the company and hence the necessity of convening a meeting does not arise. (iii) With respect to unsecured creditors : Since it is represented by the applicant-company that there are two unsecured creditors in....
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....cant-company that there is Nil secured creditor in the company and hence the necessity of convening a meeting does not arise. (iii) With respect to unsecured creditors : Since it is represented by the applicant-company that there is one unsecured creditor in the company whose consent by way of affidavit has been obtained and is placed on record, the necessity of convening and holding the meeting is dispensed with. (D) In relation to the transferee company (i) With respect to equity shareholders : Since it is represented by the applicant-company that there are nine equity shareholders whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and ho....