TaxTMI 
TaxTMI 
TaxTMI 
2022 (5) TMI 437
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....ansferee Company") under section 230-232 of 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 Amalgamation (hereinafter referred to as the "SCHEME") proposed by the Applicant Companies. The said Scheme is also annexed to the Application. 2. The Applicant Companies in this Company Application has sought for dispensation of the meeting of the Equity Shareholders and Creditors of the Transferor Company No. 1, Transferor Company No. 2 and Transferee Company. 3. An affidavit in support of the above application is sworn for and behalf of the Transferor Companies and the Transferee Company by one Mr. Sasidharan....
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....ED (TRANSFEROR COMPANY - 2) (i) There are 3 (Three) Equity Shareholders and the certificate issued by the Chartered Accountants to this effect is placed at page 276 of the typed set filed with the application and also consent Affidavits are also filed along with the Application and sought for dispensation with holding of meeting. (ii) There is NIL Secured Creditor and the certificate issued by the Chartered Accountant to this effect is placed at page 292 of the typed set filed along with the Application. Hence the necessity of conduct of meeting does not arise. (iii) There is NIL Unsecured Loan Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page 293 of the typed set filed with the Applicat....
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....ountant to this effect is placed at page 328 of the typed set filed along with the application and also the consent by way of Affidavit given by One Unsecured Trade Creditor is placed at page 329 to 333 and sought for dispensation with holding of meeting. 7. We have perused the application and the connected documents/papers filed therewith including the Scheme contemplated by the Applicant companies. 8. From the certificate of incorporation filed, it is evident that the Transferor Company - 1 is a Private Limited company incorporated under the provisions of Companies Act, 2013 on 20.07.2015. The Authorized Share Capital of the Transferor Company - 1 is Rs. 50,00,000/- (Rupees Fifty Lakh Only) consisting of 5,00,000 Equity Shares of Rs. 10....
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....pplicant Companies vide meeting held on 07th and 15th December 2021 has unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the Applicant companies. 13. The Appointed date as specified in the Scheme is 1st April 2021. 14. The Statutory Auditors of the Transferor Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The Certificate of the Statutory Auditors issued in this regard is placed at pages 368 of the typed set filed along with the Application. 15. Taking into consideration the ....
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....With respect to Secured Creditors: Since it is represented by the Transferor Company - 2 that there are NIL Secured Creditors and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Loan Creditors: Since it is represented by the Transferor Company - 2that there are NIL Unsecured Loan Creditors and hence the necessity of convening a meeting does not arise. (iv) With respect to Unsecured Trade Creditors: Since it is represented by the Transferor Company - 2 that there are 2 Unsecured Trade Creditors in the Company 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. C) IN RELATION TO THE TRANSFER....