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2021 (1) TMI 654 - Tri - Companies LawSanction of scheme of Amalgamation - sections 230-232 and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements, Amalgamations) Rules 2016 - HELD THAT:- It could be seen that the Transferor Companies are directly or indirectly, wholly owned subsidiaries of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares held by the Transferee Company in the Transferor Companies either by itself or through its subsidiaries/nominess shall stand cancelled and extinguihed. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming effect of the Scheme. The Applicant Companies have filed compliance affidavit vide Special Diary No. 135 dated 18.06.2020. The Provisional Balance Sheets of all the Applicant Companies as on 31.03.2020 along with the Board Resolutions in Osram Lighting Ltd (unsecured creditor in Applicant Company 2), DSM India Pvt Ltd (unsecured creditor in Applicant Company 2), Minda Industries Ltd (unsecured creditor in Applicant Company 6), Siemens Financial services Pvt Ltd(secured creditor in Applicant Company 9) and Mahadhyuta Automotive Pvt Ltd( unsecured creditor in Applicant Company 9) are all part and parcel of Special Diary No. 135 dated 18.06.2020. The Affidavit of Mr Rajat Kumar Singh (who has deposed the consent affidavit on behalf of M/s Bajaj Finance Ltd., a secured creditor in Applicant Company 4) clarifying that his name has wrongly being stated in the previous consent affidavit as Mr Rajat Singh is annexed as Annexure E with the above compliance. The statutory auditors of the Applicant Companies have furnished certificate at Annexures B-8, C-9, D-9, E-9, F-9, G-9, H-9, I-9, J-9 and K-8 respectively, stating that the accounting treatment proposed in the Scheme is in compliance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013 - It is also stated in Para 94 of the application that neither the Transferor Companies nor the Transferee Company is governed by any sectoral regulator. The meetings of the equity shareholders of all the Applicant Companies are dispensed with as their consent by way of affidavits have been received. Since there are no Secured Creditors in Applicant Companies 1, 7, 8 & 10, therefore, there is nothing to convene their meetings. Also, there are no Unsecured Creditors in Applicant Company 1 & 10 and therefore, there is nothing to convene their meetings as well. The meetings of Secured Creditors in Applicant Companies No.2, 3, 4, 5, 6 and 9 and Unsecured Creditors in Applicant Companies No.2, 3, 4, 5, 6, 7, 8 and 9 is dispensed with as their consent affidavits have been received. However, Rule 8 of the Rules requires the notice of the meetings to be sent to the statutory authorities in Form CAA 3. Since the calling and convening of the meetings are being dispensed with, the applicants shall have to make a specific prayer while moving the second motion petition to issue the notice to the statutory authorities - Application allowed.
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