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TMI Blog2021 (9) TMI 254X X X X Extracts X X X X X X X X Extracts X X X X ..... irst stage of the proceedings under Section 230 to 232 of the Companies Act, 2013 for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation whereby GAR Education Private Limited (Transferor Company No. 1), GAR Pariwahan Private Limited (Transferor Company No. 2) and GAR Power Private Limited (Transferor Company No. 3) are going to merge into Fair Faith Consultants Private Limited (Transferee Company), with effect from 01.04.2020, being the appointed date. 2. The Transferee Company, FAIR FAITH CONSULTANTS PRIVATE LIMITED, (CIN NO: U74120WB2007PTC112919 and having PAN No. AABCF0495L) was originally incorporated on the 31st day of January, 2007 as a Company limited by s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... morandum of Association, and the 1st Transferor company is authorized to amalgamate vide Clause III (B22) of its Memorandum of Association. At present the 1st Transferor Company is engaged in the business to acquire, establish, promote and run or otherwise manage computer centers, coaching classes in India. 4. The 2nd Transferor Company, GAR PARIWAHAN PRIVATE LIMITED, (CIN NO: U63010WB2009PTC135802 and having PAN No. AADCG6938M) was originally incorporated on the 10th June, 2009 as a Company limited by shares under the provisions of the Companies Act, 1956. The Registered Office of the 2nd Transferor Company is situated at 9, Mango Lane, 3rd Floor, Room No. 1, Kolkata - 700001. The 2nd Transferor Company has an Authorized Share Capital o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the business of generating electrical power by conventional and non conventional methods. 6. A copy of the Memorandum and Articles of Association now in force and Annual Report for the year ended 31.03.2020 of all the Applicant Companies, are annexed with the Application in Annexures A-1 to A-8 7. The Board of Directors of the Applicant Companies has, at their respective Board meetings, by a resolution passed unanimously approved the Scheme of Amalgamation. 8. A copy of the said Scheme of Amalgamation, Valuation Report of shares along with auditor's certificate regarding compliance of Sec 133 of the Companies Act, 2013 is annexed with the Application and marked as Annexure A-9 . 9. The Scheme of Amalgamation has been p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive and economical control of the running of the operations. The business of all the companies will be carried on more economically and profitably under the Scheme. 13. It is also stated in the application that the said Scheme will contribute in furthering and fulfilling the objects of all the companies and in the growth, expansion and development of their business and the said Scheme will have beneficial results for the companies their shareholders, employees and all concerned. 14. It has been submitted in the Application that the shareholders of the Applicant Companies have agreed in writing to the Scheme of Amalgamation and have also consented to waive the holding and convening of the meeting of the shareholders of the Applicant co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the instant application and make the following orders:- a. In view of the fact that all the equity shareholders of the Applicant Companies consent to the Scheme by way of affidavits, meetings of the Equity Shareholders of the applicant companies are dispensed with. b. In view of the fact that there are no secured or unsecured creditors of the Applicant Companies, convening and holding of separate meetings of the Secured and Unsecured Creditors of the Applicant Companies are hereby dispensed with. c. Let the notice be served by the Applicant Companies, as per the requirements of sub-section (5) of Section 230 of the Companies Act, 2013, along with the copy of the Application and all other documents including the copy of the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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