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TMI Blog2021 (8) TMI 624X X X X Extracts X X X X X X X X Extracts X X X X ..... ompanies, namely, Premier Solution Private Limited (Applicant-Transferor Company) and D.J. Shah Investment Finance Private Limited (Applicant-Transferee Company) under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (hereinafter referred to as the Rules'), seeking dispensation of meeting of Shareholders, Secured Creditors and Unsecured Creditors, in respect of Scheme of Amalgamation in respect of the above-stated Companies with effect from the Appointed Date 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 ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the Applicant Companies as on 31.03.2018, 31.03.2019 and 31.03.2020 and Provisional Unaudited Financial Statements as on 31.12.2020 are also annexed with the application. 6. It is submitted that both the Applicant Companies are under the same management and the Applicant-Transferor Company presently holds 84,737 equity shares of the Applicant - Transferee Company representing about 99.69% of the total paid-up share capital. Both the Applicant Companies are closely held private limited Companies and the Applicant - Transferor Company is engaged in the business of representation for Indian and International companies for the jobs carried out by them as project management consultant and other assignments, whereas the Applicant - Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arges and expenses relating to the Scheme would be borne out of the assets (other than shares of the Transferee Company) of the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly; d) With a view to maintain a simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge and amalgamate all the undertakings of Transferor Company with Transferee Company. The amalgamation of all undertaking of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations. This would enable streamlining the activi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amation obtained from CA Nitin Pahilwani, IBBI Registered Valuer dated 02.01.2021 is annexed with the application. The Applicant Companies have also annexed certificate issued by the Statutory Auditor certifying compliance with Section 133 of the Companies Act, 2013. 9. The proposed Scheme of Amalgamation was approved by the Board of Directors of both the Applicant Companies by separate Board Resolutions dated 2nd January 2021. Copies of the Board Resolutions of both the Applicant Companies are annexed with the application. 10. Learned Counsel of the applicant companies appeared and submitted that these are the following details of the shareholders and creditors of the applicant companies on the basis of the certificate issued by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors in the Applicant - Transferee Company. A certificate of Chartered Accountant to that effect is with the application. It is further submitted that all the Unsecured Creditors of the Applicant - Transferee Company have individually given their no objection Affidavits consenting for the approval of the Scheme. The copies of the affidavits from all the Unsecured Creditors of the Applicant - Transferee Company are annexed with the application. 10.1. The following reliefs are prayed by the Applicant Companies; I. To dispense with the meetings of Shareholders of the Applicant Company No. 1 in light of consent affidavit given by all the shareholders for the proposed scheme of amalgamation. II. To dispense with the meeting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proceedings/investigation is pending against the Applicant Companies under the Companies Act, 2013 and other relevant provisions of the Companies Act, 1956. It is also stated in the application that there is no winding up petition pending against the Applicant Companies in any Court or Tribunal in India. 14. Having considered the submissions made by Learned Counsel for the Applicant Companies and material on record, we pass the following order: I. The meetings of the Shareholders of both the Applicant Companies are hereby dispensed with in view of consent affidavits. II. There are no Secured Creditors in both the Applicant Companies, as such convening of the meetings does not arise at all. III. The meetings of the Unsecure ..... X X X X Extracts X X X X X X X X Extracts X X X X
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