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TMI Blog2021 (9) TMI 169X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 - P.S.N. Prasad, Member (J) And Hemant Kumar Sarangi, Member (T) For the Appellant : Richa Sharma, C.S., Rahul Chauhan, CS, Kapil Malik, Merlin Mathew and Aashna Suri, Advs. ORDER P.S.N. Prasad, Member (J) 1. This is an application filed by the applicant companies under Sections 230 to 232 and other applicable provisions of the Companies Act. 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Amalgamation (for brevity the SCHEME ) proposed among the applicants. 2. An Affidavit in support of the application sworn for and on behalf of both the Applicant Companies has been filed by the authoriz ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... davits in favour of the Scheme. 6. In relation to the Transferee Company, it has been represented that the company has 3 Shareholders and nil Secured Creditor. We are further apprised that the Transferee Company has 6 Unsecured Creditors. As the company has no Secured Creditor the requirement of convening meetings of Secured Creditor does not arise. In relation to the shareholders as well as Unsecured Creditors, the transferee company seeks dispensation from convening and holding of their respective meetings on the ground that all Shareholders (except 1 shareholder i.e., M/s. Scout Exim Private Limited is struck off by ROC) as well as all the Unsecured Creditors have given consent affidavits in favour of the Scheme. 7. The above appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Issued, Subscribed and paid-up Share Capital of the Company is ₹ 70,40,000/- divided into 7,04,000/- Equity Shares of ₹ 10/- each. 11. The Board of Directors of all the Applicant Companies, vide separate meetings held on 11.12.2020. have unanimously passed resolutions and approved the proposed Scheme of Amalgamation, as contemplated above, and copies of resolutions have also been placed on record by the Companies. 12. Taking into consideration the application and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the Shareholders, Secured and Unsecured Creditors or dispensing with the same which are as follows:- A. In relation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd creditors of both the applicant companies. D. The applicants are directed to serve notice of the proposed Scheme on the Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhavan, CGO Complex, New Delhi-110 003, Registrar of Companies at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110 019; the Official Liquidator, Lok-Nayak-Bhavan, 8th Floor, Khan Market, New Delhi-110 001; the office of the Income Tax Department, Income Tax Officer, Ward - 7(4), Central Revenue Building, IP Estate, New Delhi-110 002 and Office of the Income Tax Department, Income Tax Officer, Additional Commissioner of Income Tax, Special Range-4, Central Revenue Building, IP Estate, New Delhi-110 002 (5) the Securities and Excha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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