2022 (9) TMI 642

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....ion 230 to 232 of the Companies Act, 2013 (for brevity "The Act") read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 (for brevity "The Rules") in relation to the Scheme of Amalgamation (for brevity the "The Scheme") proposed between the Applicant Companies. In terms of Sections 230 and 232 of the Act, the following prayers have been made for orders: a. Dispense with the requirement of convening meetings of Equity Shareholders of the Transferor Company for the purpose of considering the Scheme of Arrangement in the nature of Merger; b. Dispense with the requirement of convening meetings of Equity Shareholders of the Transferee Company for the purpose of considering the Scheme of Arrangement in the n....

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.... made or the directions be given affording necessary relief to the applicant as in the premises of Hon'ble Tribunal may deem fit and proper. 2. That affidavits in support of the application sworn for and on behalf of the Applicant Companies have been filed by Mr. Vinit Gupta authorised by Board Resolutions dated 24.03.2022 of the two Companies. 3. That vide affidavits dated 07.05.2022, it is submitted that no investigation or proceeding is pending against any of the Applicant Companies and no reduction of share capital shall be done by the Company and also, none of the employees presently employed in the Company will be retrenched from the company and the business of the Company is textiles, fabrications, Merchandise, leather garm....

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....ed that the Transferee Company has 5 Unsecured Creditors and consent affidavits from all the shareholders have been obtained constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further submitted that the Transferee Company has no Secured Creditors. The certification of the statutory auditors of the Transferee Company to this effect has been place on record. In relation to the shareholders and unsecured creditors, the Transferee Company seeks dispensation from convening and holding of their respective meetings, on the ground that all of them have given their consent affidavits in favour of the Scheme. 7. We have heard the Ld. Counsel for the Applicant Companies and....

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....Provisional Financial Statement for the period ended 31st December, 2021. 12. That the Certificate of respective statutory auditors of the Applicant Companies have been placed on record confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Companies Act, 2013. 13. Valuation Report containing the share swap ration dated 22.03.2022 has also been placed on record. 14. In view of Section 230(9) of the Companies Act, 2013, the Tribunal is empowered to dispense with calling of a meeting of creditors or class of creditors where such creditors or class of creditors, having at least ninety percent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. Accordingly,....