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2022 (4) TMI 947

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..... heme of Amalgamation of M/s. Madura Micro Finance Limited (hereinafter referred to as "Transferor Company") with M/s. Credit Access Grameen Limited (hereinafter referred to as "Transferee Company"). The Board of Directors of the Transferor Company and Transferee Company vide their resolutions dated 30th October, 2020 and 27th November 2019 respectively approved the said Scheme of Amalgamation. 2. The Applicant Company through this Application has sought following prayers:- i) Order for convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Company and ii) For dispensing with convening, holding and conducting of the meeting of Secured Creditors of the Transferor Company; and iii) For dispensing with .....

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..... y are listed on Bombay Stock Exchange (BSE). ii) The Applicant Company is primarily engaged in the business of providing financial services to the public, small and micro enterprises, self-help groups and micro credit including poor and needy who do not have access to formal banking system. iii) The Applicant Company is a subsidiary of the Transferee Company, with Transferee Company holding 76.25% shareholding in the Applicant Company. iv) The Authorized Share Capital of the Transferor Company is Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital of the Transferor Company is 7,19,47,610/- (Rupees Seven Crore Nineteen Lakhs Forty Seven Thousand .....

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..... ven) unsecured Creditors being 99.44% of total value of credit of Unsecured Creditors are placed at pages 641 to 684 of the typed set filed as Annexure-N2 (Volume-II) along with the Application and seeks necessary directions for dispensation of meeting of the Unsecured Creditors. 5. M/s. Credit Access Grameen Limited-Transferee Company i) The Transferee Company is a public limited company with CIN: L51216KA1991PLC053425 and was incorporated on 12.06.1991 as 'Sanni Collection Private Limited'. Thereafter, vide fresh certificate of incorporation was changed to Grameen Financial Services Private Limited. Further, vide fresh certificate of incorporation dated 13.11.2014, the name of the company was changed to Grameen Koota Financial .....

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..... sferee Company. 7. The Appointed date as specified in the Scheme is 01.04.2020 or such other date as may be identified by the Transferee Company and approved by the Tribunal. 8. The Statutory Auditors of the Applicant Company and the Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made there under and certified that the accounting treatment proposed in the scheme are in compliance with the applicable Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with rules made there under, the SEBI Regulations and other generally accepted accounting principles in India. The Certificate of the Statutory Auditors of the Applicant Company and the Tra .....

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..... of the respective Applicant Company. The fee of the Chairperson for the aforesaid meeting shall be Rs. 40,000/- (Rupees Forty Thousand Only) in addition to meeting his incidental expenses. 11. Mr. Vinith S, Advocate (Mob:-9788188688) is appointed as a Scrutinizer and would be entitled to fee of Rs. 25,000/- (Rupees Twenty Five Thousand only) for services in addition to meeting incidental expenses. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings. 12. In case the quorum as noted above, for the above meetings of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting sh .....

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..... ts as may be prescribed under the Act or rules may also be duly sent with the notice. 15. 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 the English Daily "Financial Express" (Tamil Nadu Edition), and "Dina Mani" Tamil (Tamil Nadu Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Company. 16. Voting shall be allowed on the proposed Scheme by voting in person. The Chairperson s .....

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