9911796707
TMI Blog2021 (6) TMI 448X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 transferee company, who has been authorized vide board resolution dated 14.12.2020. Both the affidavits have been placed on record. It is also represented that the registered office of both the applicant companies are under the domai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany 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 Equity Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 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 the meeting of shareholders/members is dispensed with. (ii) With respect to Secured Creditors: In view of consent affidavits, from the sole secured creditor having 100% voting share, convening the meeting of secured creditor is dispensed with. iii) With respect to Unse ..... X X X X Extracts X X X X X X X X Extracts X X X X
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