- (1.) This is an application filed by the Applicant namely Tega Industries Limited (hereinafter referred to as "Transferor Company") under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation proposed between Tega Industries (SEZ) Limited (hereinafter referred to as "Amalgamating Company") and Tega Industries Limited (hereinafter referred to as "Applicant Company"/"Amalgamated Company").
(2.) The objects of this application is to ultimately obtain sanction of this Hon'ble Tribunal to a Scheme of Amalgamation (hereinafter referred to as "said Scheme" or "Scheme") proposed to be made between the Applicant Company, Amalgamating Company and their respective shareholders under the Scheme of Amalgamation whereby Amalgamating Company shall be amalgamated with all assets and liabilities relating thereto into the Applicant Company. The terms and conditions of the amalgamation are fully stated in the said Scheme. The aforesaid Scheme is also annexed as Annexure "E" to the Application. The Applicant Company prays for the following orders: (a) THAT the meeting of the Equity and Preference Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Tega Industries (SEZ) Limited and Tega Industries Limited and their respective shareholders and creditors (hereinafter referred to as the "Scheme") be dispensed with; (b) To pass Order/Orders as may be deemed fit, proper and appropriate for dispensation for holding meeting of the secured creditors and unsecured creditors of the petitioner applicant.
(3.) In support of the instant application, an affidavit has been affirmed and filed by one Mrs. Rakhi Sarkar, Company Secretary of M/s. Tega Industries Limited, the Applicant Company, along with the application.;