9911796707
TMI Blog2022 (5) TMI 437X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant : R. Inbaraju , Advocate ORDER Sucharitha R. , Member ( J ) 1. This is a joint application filed by the Applicant Companies, namely PRAXIFY TECHNOLOGIES INDIA PRIVATE LIMITED(for brevity Transferor Company-1 ) and RAZORINSIGHTS TECHNOLOGY PRIVATE LIMITED(for brevity Transferor Company-2 ) with ATHENAHEALTH TECHNOLOGY PRIVATE LIMITED (for brevity Transferee Company ) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the SCHEME ) proposed by the Applicant Companies. The said Scheme is also annexed to the Application. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the typed set filed with the Application. Hence the necessity of conduct of meeting does not arise. (iv) There is NIL Unsecured Trade Creditor and the certificate issued by the Chartered Accountant to this effect is placed at page 275 of the typed set filed along with the Application. Hence the necessity of conduct of meeting does not arise. 5. RAZORINSIGHTS TECHNOLOGY PRIVATE LIMITED (TRANSFEROR COMPANY - 2) (i) There are 3 (Three) Equity Shareholders and the certificate issued by the Chartered Accountants to this effect is placed at page 276 of the typed set filed with the application and also consent Affidavits are also filed along with the Application and sought for dispensation with holding of meeting. (ii) There is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Loan Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page 321 of the typed set filed with the application and also the consent by way of Affidavit given by One Unsecured Loan Creditor is placed along with the application and sought for dispensation with holding of meeting. (iv) There is 1 (One) Unsecured Trade Creditor and the certificate issued by the Chartered Accountant to this effect is placed at page 328 of the typed set filed along with the application and also the consent by way of Affidavit given by One Unsecured Trade Creditor is placed at page 329 to 333 and sought for dispensation with holding of meeting. 7. We have perused the application and the connected documents/papers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Capital of the Transferor Company is Rs. 9,00,000/- (Rupees Nine Lakh Only) consisting of 90,000 Equity Shares of Rs. 10/- each. 11. The Applicant Companies have filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2021 and Unaudited Financial Statements upto 30.09.2021. 12. The Board of Directors of the Applicant Companies vide meeting held on 07th and 15th December 2021 has unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the Applicant companies. 13. The Appointed date as specified in the Scheme is 1st April 2021. 14. The Sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that there are NIL Unsecured Trade Creditors and hence the necessity of convening a meeting does not arise. B) IN RELATION TO THE TRANSFEROR COMPANY - 2: (i) With respect to Equity Shareholders: Since it is represented by the Transferor Company - 2 that there are 3 Equity Shareholders in the Company whose consents by way of Affidavits have been obtained and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to Secured Creditors: Since it is represented by the Transferor Company - 2 that there are NIL Secured Creditors and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Loan Creditors: Since it is represent ..... X X X X Extracts X X X X X X X X Extracts X X X X
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