TaxTMI 
TaxTMI 
2022 (5) TMI 876
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....nt embodied in the Proposed Scheme of Amalgamation of the Applicant Company 1 with the Applicant Company 2, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (hereinafter referred to as "the Act") and other applicable provisions of the Act and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as 'the Rules'). 2. Affidavits in support of the above application sworn by Mr. Krunal Patel on behalf of the applicant companies, being the authorized signatory of the applicant companies who is authorized vide board resolutions dated 24.03.2022 respectively of the applicant companies are placed on record. The registered offices of the Applicant Companies are sit....
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....j Road, Near Sola Bridge, Off S.G. Highway, Ahmedabad - 380054, Gujarat, India. The Authorized Share Capital of the Resulting Company is Rs. 1,50,000/- which is divided into 15,000 Equity shares of Rs. 10/- each. The issued subscribed and paid-up share capital of the company is Rs. 1,50,000/- which is divided into 15,000 Equity shares of Rs. 10/- each. Applicant Company 2 is engaged in the business of real estate development. 5. The Applicant Companies have filed their respective Memoranda and Articles of Association inter alia delineating their object clauses. The Board of Directors of both the Applicant Companies vide their respective Board Resolutions dated 24.03.2022 passed respective resolutions approving the proposed Scheme as plac....
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....plicant Company No. 1, it is stated that: a. There are 2 (two) equity shareholders and the certificate issued by the Chartered Accountant certifying the list of shareholders is annexed. Both equity shareholders have given their consent affidavits for the proposed scheme of Amalgamation which are annexed with the application. Hence, the company is seeking dispensation for holding/convening the meeting of equity shareholders. b. There are no Secured Creditors and the certificate from the Chartered Accountant in this regard is annexed with the Application. In view of the same, the question of holding/convening the meeting of secured creditors does not arise. c. There are 2 (two) unsecured creditors and the certificat....
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....ing directions: (i) In relation to the Applicant Company No. 1: (a) Convening the meeting of Equity Shareholders is hereby dispensed with in view of the consent affidavits of 100% members, placed on record. (b) Convening the meetings of secured creditors is obviated as there are no secured creditors in the Company. (c) Convening the meeting of the Unsecured Creditors is hereby dispensed with in view of the consent affidavits of 100% members, placed on record. (ii) In relation to the Applicant Company No. 2 (a) Convening the meeting of Equity Shareholders is hereby dispensed with in view of the consent affidavits of 100% of members, placed on record. (b) The meeting of the sole S....
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....o., Singhi House, 1, Magnet Corporate Park, Near Sola Flyover, S.G. Highway, Ahmedabad-380 059 in accordance with the second proviso to sub-section (3) of Section 230 of the Act and Rule 7 of the Rules. 14. In addition, at least one month before the date of the aforesaid meeting of the sole secured debenture holder and unsecured creditors, a notice convening the said meeting, indicating the day, the date and time aforesaid, instruction with regard to remote e-voting/e-voting at the time of VC/OAVM meeting, together with a copy of the Scheme, a copy of the statement required to be furnished pursuant to Section 102 of the Act read with the provisions of Sections 230 - 232 of the Act and Rule 6 of the Rules, shall be sent to the sole secure....
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....f the companies for the Secured/Unsecured Creditors; and where the entries in the records are disputed, the Chairman of the meetings shall determine the value for the purposes of the meetings. 19. The Chairperson shall file an affidavit not less than seven (7) days before the date fixed for the holding of the meetings and report to this Tribunal that the directions regarding the issue of notices and the advertisement of the meetings have been duly complied with as per Rule 12 of the Rules. 20. The Chairperson shall also file a report to this Tribunal on the result of the said meetings in Form No. CAA.4, verified by his affidavit as per Rule 14 of the Rules in Form No. CAA.4 within 7 (seven) days after the conclusion of the meetings. ....