2022 (1) TMI 20

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....ments and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") of Neelamangala Investments and Holdings Pvt. Ltd. (hereinafter "Transferor Company") with the Applicant Company. The said Scheme is also annexed as Annexure D in the typed set along with the Application bearing No. CA/736/CAA/2020. 2. The Applicant Companies in this Company Application have sought the following reliefs: (i) Dispense with the convening, holding and conducting of a meeting of the Equity Shareholders of the Applicant/Transferee Company. (ii) Dispense with the convening, holding and conducting of a meeting of the Secured Creditor/s of the Applicant/Transferee Company. (iii) Disp....

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....t to this effect is annexed as Annexure G of the typed set filed with the application. (iii) There are three (3) Unsecured Creditors and GST payable for the month of January and the certificate of the Chartered Accountant certifying the list of Unsecured Creditors is annexed as Annexure I and Consent Affidavits from one of the Unsecured Creditors whose claim amounts to 97% of the total credit Amount is annexed as Annexure J of the typed set filed along with the Application and sought dispensation with holding meeting. 5. We have perused the Application and the connected documents/papers filed therewith including the Scheme contemplated by the Applicant Company. 6. From the certificate of incorporation filed, it is evident tha....

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....is filed separately along with the typed set of Application. 11. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions:- IN RELATION TO THE TRANSFEREE COMPANY: (i) With respect to the Equity shareholders: Since it is represented by the Transferee Company that there are Three (3) Equity Shareholders in the Company whose consents by way of Affidavits have been obtained from all and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to the Secured Creditors: Since it is represented by the Transfere....