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TMI Blog2021 (1) TMI 721X X X X Extracts X X X X X X X X Extracts X X X X ..... keting Private Limited and M/s. Jagdamba Trendz Private Limited for seeking the dispensation of meeting of all the shareholder and creditors of all the petitioner companies as all the shareholders and creditors of the applicant/transferor companies as well as applicant/transfree company for the proposed scheme of merger and amalgamation. 2. The registered offices of the Applicant Companies are situated in the state of Gujarat and are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 3. The Board of Directors of the applicant Companies in their Board Meetings held on 16.01.2020 passed a resolution approving the proposed scheme as placed before Board. The Applicant Companies have filed their audited balance sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nquiry or proceeding is pending against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013. 6. The counsel of the applicant companies further submitted that the notice to Reserve Bank of India ("RBI") is not required as none of the Companies are registered under RBI as a Non-Banking Finance Companies ("NBFC"). 7. The counsel of the applicant also submitted that notice of the Competition Commission of India do not require as applicant companies do not fulfill the prescribed criteria of Competition Act, 2002 and it is also clarified that all the three companies are not a listed companies. 8. The learned Counsel for the Applicant Companies filed details of Shareholders, Secured Creditors and Un-secured Creditors det ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ards prescribed under Section 133 of the Companies Act, 2013. Certificates from the respective Statutory Auditors of the Applicant Companies have been filed along with the Application. 10. Learned Counsel, appearing for the Applicants, made the following contentions with respect to the dispensation of the requirement of convening meetings of the following persons: a) All the share holders of the applicants companies have given their consent by way of affidavit for the proposed scheme of merger, hence, meetings of all the share holders of applicant companies may be dispensed with. b) All the unsecured creditors of the applicants/transferor company no. 2 and applicant transferee company no. 3 have given their written consent by way of af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hought fit, approving, with or without modification(s), the Scheme of Arrangement. 15. The meeting of the secured creditor of the applicant/transfree company no. 3 shall be held on 10.10.2020 at 4:00 PM at registered office of transfree company i.e. at Plot no. 5520, Road No. 55 GIDC, Sachin Surat or through video conferencing for the purpose of considering and if, thought fit, approving, with or without modification(s), the Scheme of Arrangement. 16. At least one month before the date of aforesaid meetings, an advertisement about convening of the said meeting, indicating the day, date, place and time, as aforesaid, shall be published in English daily, i.e., "Business Standard," Surat edition and in Gujarati daily, i.e., "Gujrat Mitra," S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resaid date would be the date determining the eligibility to vote by the shareholders. 18. Rajesh Tekriwal director of applicant transferor company no. 2 and transfree company shall be chairman of the meeting for the aforesaid meetings to be held on 10.10.2020 or in respect of any adjournment thereof. 19. Sri Kamlesh Kumar Singh, Charted Accountant proprietor of K.K. Singh and Company, membership No. 062703 is appointed as the Scrutinizer for the above said meetings to be held on 10.10.2020 or in respect of any adjournment thereof. 20. The Applicant Companies will make suitable arrangements for travel and stay of the Chairperson and the Scrutinizer. 21. It is further directed that the voting through valid proxy has been dispensed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs shall issue the advertisements and send out the notices of the meetings referred to above. The Chairperson is free to avail the services of the Applicant Companies or any agency for carrying out the aforesaid directions. The Chairperson shall have all the powers under the Articles of Association of the Applicant Companies and also under the Rules in relation to the conduct of the meetings, including to decide any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the meetings of the Shareholders of the Applicant Companies by ballot/polling paper at the venue of the meetings. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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