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2021 (1) TMI 1028 - Tri - Companies LawScheme of Amalgamation - seeking directions of this Tribunal to dispense with the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Companies No. 1 & 2 and the Transferee Company - HELD THAT:- The Board of Directors of all the Applicant Companies in the meeting held on 25th November, 2020, considered and unanimously approved the proposed Scheme of Amalgamation - The Applicant Companies have filed the Audited Financial Statements for the financial year ended 31st March, 2020 and the Unaudited Financial Statements (Provisional) for the financial period ended 30th September, 2020. It is stated that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013, or under the provisions of the Companies Act, 1956 is pending against the Applicant Companies - t is stated by the Applicant Companies that the proposed Scheme of Amalgamation does not envisage any buy back of shares, There is no proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between Transferor Companies; and between the Transferor Companies and the Transferee Company, as the case may be - The Applicants has stated that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. Certificates from the respective Statutory Auditors of all the Companies have been filed along with the Application. This Tribunal directs that, in view of the consent affidavits given by the Shareholders of the Transferor Company No. 1 & 2 and The Transferee Company, the requirement of convening meeting of the Shareholders of the Transferor Company No. 1 & 2 and The Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with - there is no Secured Creditors in the Transferor Company No, 1 & 2 and the Transferee Company, accordingly, the requirement of convening meeting of the Secured Creditors of the Transferor Company No, 1 & 2 and the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, is dispensed with - This Tribunal directs that, In view of consent affidavits given by the Un-secured Creditors of the Transferor Company No. I & 2 and The Transferee Company, the requirement of convening meetings of the Unsecured Creditors of Transferor Company No, 1 & 2 and the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with. The Applicant Companies are directed to serve the notice along with a copy of the Scheme upon; (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi', (b) the Registrar of Companies, Uttar Pradesh, Kanpur; and (c) The Official Liquidator, Uttar Pradesh, Allahabad; and (d) the Income Tax Department, with a direction that they may submit their representation(s), if any, within a period of 30 (thirty) days from the date of receipt of such notice to the Tribunal and a copyies Of such representation(s) shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representation(s) to make on the Scheme of Amalgamation as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Application disposed.
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