9911796707
TMI Blog2022 (3) TMI 284X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013 (hereinafter referred to as 'the Act') read with Rule 3 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (hereinafter referred to as 'the Rules'), seeking directions to dispense the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors, of both the applicant companies in respect of Scheme of arrangement in the nature of Merger of the applicant companies, on the agreed terms and conditions as set out in the Scheme, in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act as well as Rules made thereunder. 2. The applicant transferor company was incorporated on 20.07.2015 under the relevant provisions of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted financial statements for the year ended 31.03.2021. 6. It is stated that both the Applicant Companies are empowered by their respective Memorandum of Association to enter into Scheme of Arrangement. The registered offices of both the applicant companies are situated in the State of Gujarat. Hence this bench has jurisdiction to entertain the instant application. 7. It is further submitted that the Valuation Report of the applicant companies obtained from IBBI Registered Valuer Mr. Pinakin Shah is annexed with the application. The Applicant Companies have also annexed certificate issued by the statutory auditor certifying compliance of Section 133 of the Companies Act, 2013. 8. It is submitted that the proposed Scheme of Arrangement in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing/convening the meeting of unsecured creditor. ii. With respect to the applicant transferee company: a. It is stated by the applicant that there are 2 (two) Equity Shareholders in the company and both the equity shareholders have given their consent by way of affidavits for the proposed composite scheme of amalgamation. The copies of the affidavits of both the equity shareholders are annexed with the application. Hence, the applicant transferee company is seeking dispensation for holding/convening the meeting of equity shareholders. b. It is stated by the applicant that there are no secured creditors as on 10.02.2022. c. It is further stated that there is 1 (one) unsecured creditor in the Company as on 30th November, 2021. The uns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... earned Counsel for the Applicant Companies and material on record, we pass the following order: I. In relation to the Transferor Company: a. With respect to Equity Shareholders: Convening of the meeting of equity shareholders is dispensed with in view of the consent affidavits, placed on record. b. With respect to Secured Creditors: Holding meeting of the secured creditors of Transferor Company is obviated, as there are no secured creditors. c. With respect to Unsecured Creditors: Convening of the meeting of unsecured creditors of the company is hereby dispensed with in view of the consent affidavits, placed on record. II. In relation to the Transferee Company: a. With respect to Equity Shareholders: Convening of the mee ..... X X X X Extracts X X X X X X X X Extracts X X X X
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