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2020 (12) TMI 39

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..... CA (CAA) -59(ND)/2020 - - - Dated:- 26-11-2020 - Dr. DEEPTI MUKESH HON BLE MEMBER (J) And SH. NARENDRA KUMAR BHOLA HON BLE MEMBER (T) For the Applicants : Mr. Saurabh Kalia, Adv. Mr. Kanvi Nag Pal, Adv ORDER Per Dr. Deepti Mukesh Member (J) This is an application filed by Shriram Bioseed Ventures Limited for brevity ( Transferee Company ) the applicant company herein in which Bioseeds Limited for brevity ( Transferor Company ) is getting merged, under the provisions of Sections 230-232 and 234 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (her .....

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..... ted on 27th July and having its registered office at 2nd Floor, (West Wing) Worldmark-1, Aerocity, New Delhi-110037.The Authorized Share Capital of the company is 4,50,00,000/- having 45,00,000 Equity Shares of ₹ 10 each and the Paid-Up Share Capital is 4,05,00,000/- having 40,50,000 Equity Shares of ₹ 10 each. The Transferor Companies as well as the Transferee Company has filed their respective Memoranda and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2019. The provisional balance sheet as on 31th December 2019 is also annexed herewith. The Transferor and the Transferee companies vide meeting of Board of Directors held on 27th .....

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..... the Scheme is 23rd August 2019 subject to the directions of this Tribunal. Taking into consideration the submissions and the documents placed on record, we propose to issue the following directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: - In relation to the Transferee Company: With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share, been filed convening the meeting of shareholders/members is dispensed with. With respect to Secured Creditors: There are no Secured Creditors; therefore the necessity of .....

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