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TMI Blog2020 (1) TMI 1447X X X X Extracts X X X X X X X X Extracts X X X X ..... and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the SCHEME ) proposed by the applicant. The said Scheme is also commonly annexed as Annexure A5 to both the applications. 2. The Applicant Companies in this Company Application has sought for the following reliefs: Transferee Company [CP/1319/CAA/2019] a) It is prayed that necessary directions may be given for convening, holding and conducting of meeting of the Shareholders of the Applicant Companies on the basis of the consent affidavit issued by each Equity Shareholder and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. b) It is prayed that necessary directions may be given for dispensing with convening, conducting and holding of meetings of the Secured creditors of the Applicant Company and pass such other order or orders as this Hon ble Tribunal may deem fit and proper in the circumstances of the case and render justice. b) It is prayed that necessary directions ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... One (I) Secured Creditor and the sole Secured Creditor has also given his consent by way of affidavit and sought for dispensation with holding of meeting. It is further represented that the Transferee Company is having Twenty three (23) Unsecured Creditor and has sought for a direction for holding a meeting. The Certificate issued by the Independent Chartered Accountant to this effect is placed at pages 145 to 147 of the typed set filed with the application. 6. We have perused the applications and the connected documents / papers filed therewith including the Scheme contemplated between the Applicant companies. During the course of oral submissions made by the Learned Counsel for the Applicant Companies, that in relation to the Transferee Company eventhough in the application it has sought for the convening of the meeting of the Equity Shareholders, in view of the consent affidavits being obtained prior to the date of hearing, dispensation is being sought for. Taking into consideration, the filing of the consent affidavits of the Equity shareholders in relation to the Transferee Company being made prior to the date of hearing of the application, dispensation of the meeting as so ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices including by way of paper publication as follows: - A) IN RELATION TO THE TRANSFEROR COMPANY: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are 7 Equity shareholders in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (ii) With respect to Secured Creditors: It is represented by the Transferor Company that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferor Company that there is only 1 Unsecured Creditor in the Company whose consent by way of affidavit have been obtained and is placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. B) IN RELATION ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is filed with the registered office of the applicant company at least 48 hours before the meeting. The Chairperson and Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant company to attain at least the quorum fixed, if not more in relation to approval of the scheme. iv) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e- mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice. v) That the Applicant Company shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in ..... 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