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TMI Blog2019 (9) TMI 533X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013. 2. Amanora Future Towers Private Limited is wholly owned subsidiary of the City Corporation Limited as the entire share capital of Amanora Future Towers Private Limited is held by the City Corporation Limited and its nominees. 3. The Representative 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 Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ror Company and the Transferee Company. (d) The Transferor Company and Transferee Company intend to/can achieve larger product portfolio, economies of scale, efficiency, optimization of logistic and distribution network and 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be issued pursuant to the Scheme and there would be no change in the share Capital of the Transferee Company. The present Scheme will not result in any dilution in shareholding of the shareholders 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 shareholder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f shareholders and creditors of the Transferee Company is required to be convened. The Representative for the Applicant Companies further clarifies that the Transferee 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dviwala, Chartered Accountant, (R/o. Hamam House, Ambalal Doshi Marg, Fort, Mumbai-23, Tel No. 22652992) to assist the Official Liquidator 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 Rs. 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 A ..... X X X X Extracts X X X X X X X X Extracts X X X X
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