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TMI Blog2022 (6) TMI 1320X X X X Extracts X X X X X X X X Extracts X X X X ..... For the Appellant: G.P. Madaan, Suman Kumar Jha and S. Shiva, Advs. ORDER Abni Ranjan Kumar Sinha, Member (J) 1. This is an application filled by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 (for brevity The Act ) read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 (for brevity The Rules ) in relation to the Scheme of Arrangement (for brevity The Scheme ) proposed between the Applicant Companies. In terms of Sections 230 and 232 of the Act following prayers have been made for orders:- a) To allow present application; b) To issue directions for dispensation of the meeting of Equity Shareholders of Transferor Company 1, Transferor Company 2 and Transferee Company; c) To issue directions for dispensation of meeting of Unsecured Creditors of Transferor Company 1, Transferor Company 2 and Transferee Company; d) Pass such other and further Orders as this Hon'ble Tribunal may deem fit in the facts and circumstances of the case. 2. That an Affidavit in support of the application sworn for and on behalf of the Applicant Companies has been filed by Mr. Arun Kumar Gupta being the author ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... further represented that the Transferor Company has NIL Secured Creditor and 1 Unsecured Creditor and consent affidavit from the Unsecured Creditor has been obtained. 10. That in relation to the Transferor Company No. 2, it has been represented that the company has 2 Equity Shareholders and consent affidavits from all the Equity Shareholders have been obtained constituting 100% in value and 100% in number. It is further represented that the Transferor Company has NIL Secured Creditor and 1 Unsecured Creditor and consent affidavit from the Unsecured Creditor has been obtained. 11. That in relation to the Transferee Company, it has been represented that the company has 6 Equity Shareholders and consent affidavits from 5 Equity Shareholders have been placed on record constituting 90% of the total value of the shareholding in the Transferee Company. It is further represented that the Transferee Company has NIL Secured Creditors and 62 Unsecured Creditors and the consent affidavits of 11 Unsecured Creditors constituting more than 90% of the total value have been placed on record. 12. That the Applicant Companies have filed the Audited Financial Statements for the financial year ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 2: i. With respect to Shareholders: Since the consent affidavits of both Shareholders have already been placed on record, therefore, the necessity of convening and holding a meeting is dispensed with. ii. With respect to Secured Creditors: Since there are NIL Secured Creditors, therefore, the requirement of convening and holding a meeting does not arise. iii. With respect to Unsecured Creditors: Since the consent affidavit of the Unsecured Creditor has already been placed on record, therefore, the necessity of convening and holding a meeting is dispensed with. C. In relation to the Transferee Company: i. With respect to Shareholders: We have already observed in the aforesaid paragraphs that all the shareholders of the Transferee Company have not given their consent. We further observe that out of six (06) equity shareholders, only five (05) equity shareholders have given their consent. At this juncture, we would like to refer to Section 230(9) of the Companies Act, 2013 which authorize the Tribunal to dispense with the calling of meeting of a creditor or class of Cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The fee of the Chairperson for the aforesaid meeting shall be Rs. 75,000/-, the fee of the Alternate Chairperson for the aforesaid meeting shall be Rs. 50,000/- and the Scrutinizer for the aforesaid meeting shall be Rs. 50,000/- each in addition to meeting their incidental expenses. G. The individual notices of the said meeting shall be sent as required and prescribed by the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of scheme of amalgamation and a copy of explanatory statement. The notice convening meeting shall be uploaded on the website of the Transferee Company. In addition to the above any other documents as may be prescribed under the Act or rules shall also be sent with the notice of the meetings. H. That the Transferee Company shall publish advertisement with a gap of at least 30 days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in Delhi Editions of Financial Express in English and Financial Express Hindi s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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