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TMI Blog2021 (9) TMI 9X X X X Extracts X X X X X X X X Extracts X X X X ..... any with SEEMIYETIC REFRACTORIES PRIVATE LIMITED, the Transferor Company. 2. The Transferor Company and the Transferee Company have approved the said Scheme by passing the Board Resolutions on 01.07.2017 respectively and thereafter they have approached the Tribunal for sanction of the Scheme. 3. The said matter was taken up for hearing by the National Company Law Tribunal, Kolkata Bench vide C.A.(AA) No. 195/KB OF 2018 and after hearing the learned Counsel appearing, by an order dated October 12, 2018, the Tribunal dispensed of the meetings of the equity shareholders of the Transferor and Transferee companies. In the aforesaid Order, the Tribunal directed holding of separate meetings of the secured creditors and unsecured creditors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ectively. 7. Learned counsel for petitioner submits that this application has been filed in NCLT Form No. 9 in terms of sub rule (2) of Rule 154 of NCLT Rules 2016. 8. The applicants stated in its application that the transferee Company in financial year March 31- 2017 had three Secured Creditors being namely: (i) Axis Bank, Jagatpur Branch, Cuttack, Odisha (ii) Bank of India, Mahanadi vihar Branch, Cuttack, Odisha (iii) Bank of Baroda, Manisahu Chhak Branch, Cuttack, Odisha 9. The applicant had produced the no objection and/or consent letter of Axis Bank, Jagatpur Branch, Cuttack, Odisha on its official letter head. 10. The said Bank of India, by a letter dated May 9, 2017 has inter alia stated that there is no due of the transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the transferee company had also given their consent via affidavit with regard to the Scheme of Amalgamation between the transferee and the transferor companies. Therefore, there is no requirement of holding of meeting of the said transferee company. Therefore, the meeting of the transferee company is required to be dispensed with. 16. That, the respective shareholders of all the aforesaid companies have given their consent in writing to the proposed scheme of amalgamation. The said shareholders have also signified their consents in writing in not holding meeting of equity shareholders to consider the scheme of amalgamation in as much as the 100% shareholders and/or each of the applicant companies as approved the said scheme of amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting of creditors, both secured and unsecured of both transferor and transferee companies, which may not be required in view of the submissions made and the documents produced. iii) The Transferor Company has no secured and one unsecured creditor, and the Transferee company has one secured and two unsecured creditors. And also, it was taken into consideration that consent of all such creditors have been taken. iv) In view of the above, the application is ALLOWED and paragraph 2 to 12 of order dated 12.10.2018 passed in C.A.(AA) No. 195/KB of 2018 at Page 5 to 10 and T.P. No. 258/CPB/2019 be rectified to the extent of dispensing of the meeting of secured creditors and the unsecured creditors of both the transferor and transferee compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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