TMI Blog2021 (6) TMI 448X X X X Extracts X X X X X X X X Extracts X X X X ..... lutions Private Limited( for brevity Transferor Company ) and Pine Labs Private Limited( for brevity Transferee Company ), under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of amalgamation (hereinafter referred to as the SCHEME ) proposed between the applicants. 2. An affidavit in support of the above application sworn by Mr. Sudarsan Naganath Kumar being the authorized representative of the transferor company, who has been authorized vide board resolution dated 11.12.2020 and an affidavit sworn by Ms. Shalini Saxena being the authorized representative of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bject clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2020. 6. The Board of Directors vide meeting held on 11.12.2020 of the transferor company and the Board of Directors vide meeting held on 14.12.2020 of the transferee company have approved the proposed Scheme of amalgamation as contemplated above. Copies of resolutions passed in the said board meetings have been placed on record. 7. The Transferor and the Transferee companies have annexed the certificates from statutory auditors in compliance under Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles. 8. It is stated that the Transferor Company is having two ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red creditor and unsecured creditors of the Company, it seeks dispensing with holding/convening of the meetings as consents are placed on record. 10. The appointed date as specified in the Scheme is 01st April, 2021 subject to the directions of this Tribunal. 11. Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same:- A) In relation to the Transferor Company: (i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening ..... X X X X Extracts X X X X X X X X Extracts X X X X
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