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TMI Blog2020 (2) TMI 1519X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Company Private Limited, the Applicant No.2 above named ("Transferee Company") in connection with the Scheme of Amalgamation of Aditya Marketing & Manufacturing Private Limited, being the Applicant Company No.1 above named (hereinafter referred to as the "Transferor Company") with Umang Commercial Company Private Limited, being the Applicant No.2 abovenamed (hereinafter referred to as the "Transferee Company") whereby and whereunder the entire undertaking of the Transferor Company together with all Property, rights, powers and all debts, liabilities, duties and obligations relating thereto is proposed to be transferred to and vested in the Transferee Company on the terms and conditions fully stated in the said Scheme of Amalgamation whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sation of the combined resources of the said companies and reduction in costs and expenses which will be facilitated by and follow the amalgamation. As such the amalgamation of the Transferor Company with the Transferee Company will enable greater realisation of the potential of the businesses of the Transferor Company and the Transferee Company in the merged entity, (e) The Scheme is proposed to the advantage of the Transferor Company and the Transferee Company and will have beneficial results for the said Companies, their shareholders, employees and all concerned. 3. The Board of Directors of the Applicant Companies at their respective meetings held on 23" January, 2020 by resolutions passed unanimously, approved the said Scheme of Ama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in affidavit form by the Preference Shareholders of the Transferor Company, the requirement of convening and holding of separate meetings of the Preference shareholders of the Transferor Company is dispensed with. Il. In view of the fact that the Transferee Company and Transferor Companies have Nil Secured Creditor verified by Auditors Certificate, the requirement of convening and holding separate meetings of Secured Creditor of the Tranferee Company & Transferor Company does not arise. IIl. Separate meetings of the Equity Shareholders and Unsecured Creditors of Aditya Marketing & Manufacturing Private Limited, Applicant No.1 (the "Transferor Company") and Umang Commercial Company Private Limited, Applicant No.2 (the "Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isclosing necessary details and the prescribed form of proxy shall be sent to each of the said Equity Shareholders and Unsecured Creditors of the Applicant Companies, by post or air mail or courier or through personal messenger at their respective or last known addresses. VII. The quorum for the said meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Companies shall be fixed in accordance with Section 103 (1)(9) of the Companies Act, 2013 present either in person or by proxy. It is clarified that the quorum prescribed in the said Section and provisions thereof for meeting of Equity Shareholders shall apply mutatis mutandis to the meeting of Unsecured Creditors as they apply to Equity Shareholders. VIII. It is h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be reckoned and scrutinized with reference to the said date. XIII. The Equity Shareholders and Unsecured Creditors of the Applicant Companies shall be given the option of voting on the resolution for approval of the Scheme by casting their votes personally or by proxy at the venue of the meeting. XIV. Voting shall be allowed on the proposed Scheme by proxy, as aforesaid, at the venue of the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Companies provided that the proxies in the prescribed form duly signed by the person(s) entitled to attend and vote at the respective meeting, is filed with the respective Applicant Companies at their respective registered office not later than forty eight hours before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution for approval of the Scheme of Amalgamation shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholders and Unsecured Creditors casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of the said meeting of such shareholders and unsecured creditors of the Applicants under Section 230(1) read with Section 232(1) of the Companies Act, 2013. XVIII. The Applicants to file an affidavit proving service of notices of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the meetings to be held. XIX. That the Chairperson do report to this Tribunal the results of the said meetings within four weeks from th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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