TMI Blog2020 (10) TMI 229X X X X Extracts X X X X X X X X Extracts X X X X ..... ad with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the SCHEME ) proposed between the applicants. The said Scheme is also annexed as Annexure- A to the application. The applicants above named have preferred the instant application in effect for the following purpose as is evident from the reliefs sought in Application, namely:- a) Dispensation of meetings of Equity Shareholders, Preference Shareholders and Unsecured Creditors of Transferor/ Applicant Company No. 1 and the convening of meeting of Secured Creditors of Transferor/Applicant Company No. 1: b) Dispensation of meetings of Equity Shareholders and Preference Shareholders of Transferee/Applicant Company No, 2 and convening of meetings of Secured Creditors and Unsecured Creditors of Transferee/Applicant Company No. 2: c) Appropriate Orders/Directions for serving a notice to the Regional Director, Registrar of Companies, Official Liquidator and Jurisdictional Assessing Officer of the Applicant Companies; cl) Appropriate Orders/ Directions for permitting the fling of application, petition, other documents as may be requi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heir consents and is therefore seeking dispensation of shareholders meeting of the Transferee/Applicant Company No. 2. It is further represented by the counsel for applicants that the Transferee/Applicant Company No. 2 has Three (3) Secured Creditors and One Hundred and Fifty Five (155) Unsecured Creditors. In relation to the Secured Creditors and Unsecured Creditors, the Transferee/ Applicant Company No. 2 seeks convening of the meetings for the purpose of obtaining their approval to the proposed Scheme. 5. Both the companies have filed their Memorandum and Articles of Association as well as their last available audited financial statements for the year ended 31.03.2019. 6. The Board of Directors of the Transferor Company and the Transferee Company vide separate meetings have approved the proposed Scheme of Amalgamation as contemplated above and copies of the resolutions passed there at have been placed on record by the companies. 7. It is submitted that the proposed amalgamation is sought to be made under the provisions of Section 230 and 232 of the Companies Act, 2013 read with Companies (Amalgamations, Compromises and Amalgamations) Rules, 2016, All the applicant compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the same as well as issue of notices including by way of paper publications as follows: A) In relation to the Transferor Company/Applicant Company No. 1 (i) With respect to Equity Shareholders: Meeting of the Equity Shareholders of the Transferor/Applicant Company No. 1 is directed to be held on August 08th, 2020 at 12:00 PM at ML 13, Forest Lane, Sainik Farm,New Delhi-110068 or Online subject to the notice of meeting being issued. The quorum for the meeting of the Equity Shareholders of the Transferor/Applicant Company No. 1 shall be 4 in number or 75 %in value whichever is higher. (ii) With respect to Preference Shareholders: Meeting of the Preference Shareholders of theTransferor/Appiicant Company No. 1 is directed to be held on August 8th, 2020 at 01:00 PM at ML 13, Forest Lane, Sainik Farm, New Delhi-110068 or Online subject to the notice of meeting being issued. The quorum for the meeting of the Preference Shareholders of the Transferor/Applicant Company No. 1 shall be 1 in number. (iii) With respect to Secured Creditors: Meeting of the Secured Creditors of the Transferor/Applicant Company No. 1 is directed to be held on August 08th 2020 at 02:00 PM at ML ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rson and Milan singh negi (CS), (Mobile: 90155332650) is appointed as Scrutinizer for the aforesaid meetings in terms of direction issued herein. D. In case the quorum as noted above for the above meetings are not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the Applicant Companies at least 48 hours before the meetings. The Chairperson and Alternate Chairperson appointed herein along with scrutinizer shall ensure that the proxy registers are properly maintained. E. The fee of the Chairperson for the aforesaid meetings shall be ₹ 1,50,000/- ( One Lakh Fifty Thousand) and the fee of the Alternate Chairperson shall be ₹ 1,25,000/- ( One Lakh Twenty Five Thousand) the fee of the Scrutinizer shall be ₹ 1,25,000/-( One Lakh Twenty Five Thousand) in addition to meeting their incidental expenses. The Chairpersons will fi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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