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TMI Blog2020 (9) TMI 803X X X X Extracts X X X X X X X X Extracts X X X X ..... ly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - the present application stands allowed by convening with the meetings of the shareholders and creditors of the Applicant/Transferee Company. ii. With respect to the equity shareholders : Since it is represented by the Applicant Company that there are 14,305 (Fourteen Thousand Three Hundred and Five) Equity Shareholders in the Company as on February 28, 2020, voting shall be conducted through postal ballot and/or e-voting on or before 7th July 2020 iii. With respect to the Secured Creditors : Since it is represented by the Applicant Company that there is 1 (One) Secured Credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onal Limited having CIN L74899DL1993PLC053579. The share capital of the Applicant/Transferee Company as on February 28, 2020 is as follows: Particulars Amount in Rs. Authorized Share Capital 206,000,000 Equity Shares of Re. 1/- each 206,000,000 Total 206,000,000 Issued and Subscribed and Paid-up Share Capital 119,598,945 Equity Shares of Re. 1/- each fully paid up 119,598,945 Total 119,598,945 The main o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Association and Article of Association. Also, the Transferor Company and the Applicant/Transferee Company has filed their financials for the period ending 31.07.2019 and 30.09.2019 respectively. It has also been certified by the Statutory Auditor of the Applicant/Transferee Company that the Accounting Treatment is in compliance with the Accounting Standards prescribed u/s 133 of the Companies Act 2013, 7. The Transferor and Applicant/Transferee Company have decided to amalgamate the Transferor Company together with its business and undertakings, with the Applicant/Transferee Company, so as to achieve benefits as set out in 'Rationale of the Scheme of Amalgamation' that forms part of the proposed Scheme of Amalgamation which i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f any, arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto shall be borne by RightMatch and/or its members. No cost, charges, taxes pertaining to the Scheme shall be borne by R Systems. g.) Further, the Scheme also provides that Promoters shall indemnify R Systems and keep R Systems indemnified for any contingent liabilities and obligations including all demands, claims, suits, proceedings etc. which may be made or instituted by any third party(ies) including governmental authorities on R Systems and are directly relatable to RightMatch or which may devolve on R Systems on account of this amalgamation. The Appointed date of the Scheme is 1st January, 2020. 8. So far as the Valuatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013 and the Scheme if sanctioned by this Tribunal, will take effect from the date of on which certified copy of the order of sanction of proposed Scheme passed by this Tribunal is filed with the Registrar of Companies. 13. It has also been submitted that there are no proceedings pending inquiry or investigation in respect of the applicant company. 14. Taking into consideration the application and the documents filed herewith, we propose to issue the following directions with respect to calling, convening and holding the meeting of Equity Shareholders, secured and unsecured creditors or dispensing the same which are as follows: i. Considering the Covid-19 situation, the Applicant Company is dispensed from holding ph ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d as the Scrutinizer and would be entitled to ₹ 50,000/- for his services in addition to meeting the incidental expenses. The Chairperson will file their reports within 2 weeks from the closing of the e-voting and/or postal ballot. 17. It is directed that the individual notices of the said meeting shall be sent as required and prescribed by the Companies Act 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the conclusion on the voting through e-voting and/or postal ballot (i.e. 07th July, 2020), indicating the start date and the end date of voting through postal ballot and/or e-voting. 18. It is further directed that the Applicant Company shall publish advertisement, indi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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