TMI Blog2019 (9) TMI 533X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 is directed to serve notices along with copy of scheme upon: - (i) concerned Income Tax Authority with in whose jurisdiction the Applicant Company 1's assessments are made (PAN No.-AAKCA3074H Assistant Commissioner of Income Tax Circle 1(1) Income Tax Office, Pmt Building. Shankarseth Road, Pune- 411 037, (ii) the Central Government through the office of Regional Director, Western region, Mumbai, (iii) Registrar of Companies with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company 1, failing which, it shall be presumed that the authorities have no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entative for the Applicant Companies states that the Applicant Company 1 is the Special Purpose Vehicle Company (SPV) formed for the purpose of development of Future Tower Project for residential use. The Applicant Company 1 is presently earnings income from sale of unsold stocks of property and interest income. The Applicant Company 2 is presently engaged in business of real estate Development, construction and property management. 4. The Representative for the Applicant Companies states that the proposed Scheme of Merger by absorption was approved by the Board of Director of Amanora Future Towers Private Limited, the Applicant Company 1 in their Board Meeting held on 15th January,2019 and Board of Director of City Corporation Lim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd other related economies by consolidating the business operations. 6. That the meeting of the Equity Shareholders of the Applicant Company 1 be dispensed with in view of the Applicant Company 1 having procured the written consent affidavits agreeing to the Scheme of Merger from all the Two (2) Equity Shareholders constituting 100% of shareholding which are annexed as Annexure A-1 A-2 to the additional affidavit dated 10th June, 2019 in support of Company Scheme Application and filed with this Hon ble Tribunal on 12th June, 2019. In view of the above, the convening and holding of the meetings of the Equity Shareholders of the Applicant Company 1 is dispensed with. 7. The Representative for the Applicant Company 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lders of the Transferee Company; b) The rights of the creditors of the Applicant Company 2/Transferee Company will not be affected as there is no compromise or arrangement proposed with the creditors and there will be no reduction in their claims and the assets of the Transferee Company, post amalgamation, will be more than sufficient to discharge their liabilities. The net worth of the Transferee Company is and will continue to remain positive post-merger. Therefore, the proposed Scheme of merger is not prejudicial to the interest of the shareholders or the creditors of the Applicant Company 2/Transferee Company. c) The existence of the Transferee Company will remain as before without any change either of its shareholding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company will file petition and comply with the provisions of service of notices upon all Regulatory Authorities. 10. The Applicant Company 1 is directed to serve notices along with copy of scheme upon: - (i) concerned Income Tax Authority with in whose jurisdiction the Applicant Company 1's assessments are made (PAN No.-AAKCA3074H Assistant Commissioner of Income Tax Circle 1(1) Income Tax Office, Pmt Building. Shankarseth Road, Pune- 411 037, (ii) the Central Government through the office of Regional Director, Western region, Mumbai, (iii) Registrar of Companies with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to scrutinize the books of accounts of the said Transferor Company for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of ₹ 1,50,000/- plus applicable taxes, if any for this purpose. If no representation / response is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation / objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 13. The Applicant Companies to file affidavit of service of the directions given by the Tribunal in the Registry for service of notice t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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