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TMI Blog2021 (11) TMI 846X X X X Extracts X X X X X X X X Extracts X X X X ..... rangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, and under Section 66 of the Companies Act for the subsequent reduction of the Share Capital of the Transferee Company, duly supported by separate affidavits of the Applicant Companies, for seeking appropriate directions for dispensing with the holding/convening of the meetings of the respective shareholders and creditors of all the Applicant companies for approval of the proposed Scheme of Amalgamation as contemplated between the applicant companies. The said Scheme of Amalgamation (hereinafter referred to as the "Scheme") has been placed on record along with the joint application. 2. It is represented that the registered office of all the applican ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,01,00,000 divided into 4,01,000 equity shares of Rs. 100/- each. 6. It is submitted that the Transferee Company has 2 Equity Shareholders. It is represented by the counsel for Applicants that the transferee company has 3 secured as well as 2 unsecured Creditors. The certificates of chartered accountant in respect of creditors has also been placed on record. In respect of shareholders, secured creditor and unsecured creditors, prayer has been made for issuance of directions for dispensing their respective meetings. 7. We have perused the joint applications and the connected documents/papers filed herewith including the Scheme of Amalgamation contemplated between the Applicant companies. 8. It is further submitted that the board of direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting of the 2 equity shareholders is directed to be dispensed with as the 100% written consent has been obtained by way of affidavits for the proposed merger. ii. With respect to secured creditors: Meeting of the sole secured creditor is directed to be dispensed with as pursuant to its power under section 230(9) of the Companies Act, 2013. The Consent Affidavit of the sole secured creditor has already been placed on record. iii. With respect to unsecured creditors: As there is no unsecured creditor in the Transferor Company, the requirement of convening meeting of unsecured creditors does not arise. Hence, directed to be dispensed with as prayed by the applicant. B. In relation to Transferee Company i. With respect to Equity Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... C4-A, 'G' Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra; (v) NSE at Exchange Plaza, C-l, Block G, Bandra-Kurla Complex, Bandra (East) Mumbai-400051, Maharashtra; (vi) BSE at Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001, Maharashtra ; and to the Official Liquidator through email or through registered post or speed post or courier services, along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016. 15. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X
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