TMI Blog2019 (4) TMI 1701X X X X Extracts X X X X X X X X Extracts X X X X ..... ribunal and copy of such representations shall simultaneously be served upon the Applicant Company No.1. - CA (CAA) No. 249 of 2019 - - - Dated:- 15-2-2019 - Shri M. K. Shrawat, Member (Judicial) For The Petitioner (s) : Mr Rajesh Shah, Advocate along with ahmed M. Chunawala, Advocate i/b Rajesh Shah And co. Advocates ORDER Per M. K. Shrawat, Member (Judicial) 1. The Counsel for the Applicant Companies states that the present Scheme is Merger by Absorption between Express Retail Services Private Limited, The Transferor Company 1 and Star and Sitara IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH CA (CAA) No. 294/230- 232/2019 Wellness Limited, The Transferor Company 2 and Shubham Business Ventures Private Limited, the Transferee Company. 2. The Counsel for the Applicant Companies further submits that the First Transferor Company is engaged in the business of running of retail outlets, departmental stores and malls and dealing in all types of merchandise and articles. 3. The Counsel for the Applicant Companies further submits that the Second Transferor Company i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... least 30 clear days before the Meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said meeting, at the place, date and time aforesaid and stating that copies of the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and that the form of Proxy can be obtained free of charge at the registered office of the Applicant Companies as aforesaid and shall also be published once each in Business Standard in English and Navshakti in Marathi. 10. The Applicant Companies undertakes to: i. issue Notice convening meeting of the equity shareholders as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. ii. issue Statement containing all the particulars as per Section 230 of the Companies Act, 2013; iii. issue Form of Proxy as per Form No. MGT-11 (Rule 19) of the Companies (Management and Administration) Rules, 2014; and IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH CA (CAA) No. 294/230- 232/2019 iv. advertise the Notice convenin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies at its Registered Office, not later than, 48 hours before the aforesaid meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 17. The value and number of the shares of each member shall be in accordance with the books/ register of the Applicant Companies or depository records and where the entries in the books / register / depository records are disputed, the Chairperson of the Meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 18. The Chairpersons to file an affidavit not less than seven days before the date fixed for the holding of the meeting and do report this Tribunal that the direction regarding the issue of notices and advertisement have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 19. The Chairpersons to report to this Tribunal, the result of the aforesaid meeting within 10 (Ten) working days of the conclusion of the meeting, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IBUNAL, MUMBAI BENCH CA (CAA) No. 294/230- 232/2019 bench hereby directs the Applicant Company No.3 to issue notice to its Unsecured Creditor as required under section 230 (3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company No.3. 26. The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice it will be presumed that Regional Director and/ or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 27. The Applicant Companies to serve the notice upon the concerned Registrar of Companies, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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