TMI Blog2022 (3) TMI 284X X X X Extracts X X X X X X X X Extracts X X X X ..... Appellant : Ravi Pahwa, Ld. Counsel ORDER 1. The instant application is filed jointly by two Applicant Companies, namely Chandarana Shares Stocks Private Limited (Applicant-Transferor Company) and Marwadi Chandarana Intermediaries Brokers Private Limited (Applicant-Transferee Company) under Sections 230-232 and other relevant provisions of the 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty shares of ₹ 10/- each fully paid up. 5. The transferee company carries on the business as capital market advisors, consultants, research analysts, market informants, etc., in capital market, money market, bond and securities market of any nature. The transferee company has annexed Memorandum and Articles of Association inter alia delineating their object clauses, along with the audited 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 ins ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany as on 30th November, 2021. c. It is further stated that there is 1 (one) unsecured creditor in the Company as on 30th November, 2021. The unsecured creditor has given consent by way of an affidavit for the proposed composite scheme of amalgamation. The copy of the affidavit of the unsecured creditor is annexed with the application. Hence, the applicant transferor company is seeking dispensation for holding/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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... member of National Stock Exchange (NSE), BSE Limited (BSE) and Multi Commodity Exchange of India Limited (MCX) and therefore, has obtained in-principle approvals of the said Exchanges for the proposed scheme of arrangement. 11. It is stated in the application that there are no proceedings/investigation pending against the Applicant Companies under any provisions of the Act. 12. Having considered the submissions made by the Learned 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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