2021 (11) TMI 252

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...."Transferee Company"), under Section 230-32 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of amalgamation (herein after referred to as the "Scheme") proposed between the applicants. 2. An Affidavit in support of the application has been sworn by Sh. Anmol Ratan and Smt. Kumud Varshney on behalf of both the applicant company, being authorized representatives of the applicant company is filed. The above named authorized representatives for both the applicant company have been authorized vide Board Resolution dated 30.06.2021 of the respective applicant companies. It is also r....

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....he Transferor as well as the Transferee Company has filed their respective Memoranda and Articles of Association inter alia delineating their object clauses, along with the audited balance sheets of both the companies for the year ending 31.03.2021 and the provisional balance sheets of both the companies for period ending 30.06.2021. 6. The Board of Directors of both the Applicant's company i.e. Transferor and Transferee companies, has unanimously approved the proposed scheme of amalgamation as contemplated above. Copies of respective board resolutions dated 30.06.2021 passed in the respective board meeting have been placed on record. 7. Both the applicant companies, the transferor and the transferee company have annexed the certi....

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....d in the scheme is 30.06.2021 subject to direction of this Tribunal. 11. Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication as follows: A) In relation to the transferor company: i. With respect to Equity shareholders: In view of the consent affidavit from all equity share holders having 100% voting shares of the company, convening the meeting of the equity shareholders is dispensed with. ii. With respect to secured....