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TMI Blog2021 (12) TMI 345X X X X Extracts X X X X X X X X Extracts X X X X ..... editors in connection with the Scheme of Amalgamation of Gigantic Real Estate Private Limited, being "Transferor Company No. 1" or "Applicant Company No. 1", SHPL Enterprises Private Limited being the "Transferor Company No. 2" or "Applicant Company No. 2". Gandheshwari Commercial Private Limited being the "Transferor Company No. 3" or "Applicant Company No. 3", Sangini Constructions Private Limited being the 'Transferor Company No. 4" or "Applicant Company No. 4", Terrific Commercial Private Limited being the "Transferor Company No. 5" or "Applicant Company No. 5", Altop Commercial Private Limited being the "Transferor Company No. 6" or "Applicant Company No. 6", Jaisons Rongotee Securities Private Limited being the "Transferor Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies to obtain greater facilities possessed and enjoyed by one large company as compared with a number of smaller companies, for raising capital, securing and conducting trade, on favourable terms and other benefits. 7. The scheme will have beneficial results for all the Applicant Companies concerned, their shareholders, and employees concerned. 8. The Board of Directors of the Transferee Company/Applicant Company and the Transferor companies have at their respective Board meetings by resolution passed unanimously approved the Scheme of amalgamation on March 05, 2021. The copy of the Board resolutions of the Applicant Companies is annexed with the application and marked as Annexure A-18 at page nos. 608-616. 9. It is submitted by Ld. Coun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Nos. 1, 2, 3, 4, 5, 6, 7 and 8 who have already given their consent to the Scheme under Section 230(1) [read with Section 232(1)] of the Act. ii. dispensing with meetings of the classes of creditor of the Applicant Company Nos. 1, 2, 3, 4, 5, 6 and 7 who have already given their consent to the Scheme under Section 230(1) [read with Section 232(1)] of the Act. iii. for convening separate meeting for the creditors of the Applicant Company No. 8 or Transferee Company to be held via video conference or at such other methods for the purpose of considering and if thought fit approving with or without modification, a scheme of Amalgamation of the Applicant Company No. 8 or Transferee Company. 13. Upon perusing the records and document ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , day, date and time aforesaid, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent under Section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, if applicable shall be sent by registered post or by e-mail, air mail or by courier or by speed post or by hand deliver to each of the Creditors of the Applicant Company No. 8 or Transferee Company at their respective registered or last known addresses as per the records of the Applicant Company No. 8 or Transferee Company. (f) Advertisement: At least 30 clear days before the Meeting of the Creditors of the Applicant Company No. 8 or Transferee Company to be held as aforesaid, a notice convening the said meeting- at the place, date and tim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tings to be held, as aforesaid and shall be paid a consolidated sum of Rs. 75,000/- for the meetings. (i) Quorum and Attendance The quorum for the aforesaid meeting of creditors shall be Two persons present in person or through Authorized Representative. (j) Proxies: The voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Companies at its Registered Office, not later than, 48 hours before the aforesaid meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (k) Serulinizer's Report: The votes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Arrangements and Amalgamations) Rules, 2016. 14. Notice along with all accompanying documents, including a copy of the Scheme, Statement under the provisions of the Companies Act, 2013 disclosing necessary details shall also be served on the Central Government, through the Regional Director. Northern Region. Ministry of Corporate Affairs, the Registrar of Companies. Kanpur. Uttar Pradesh, Official Liquidator, Kanpur, Income Tax Department having jurisdiction over the Applicant Company in terms of the provisions of Section 230(5) of the Companies Act. 2013 by sending the same by electronic mail or and delivery through special messenger or by post forthwith after the notices are sent to the creditors in terms of Rule 8(2) of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X
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