TMI Blog2020 (9) TMI 516X X X X Extracts X X X X X X X X Extracts X X X X ..... pon all Regulatory Authorities. The Applicant Companies to serve notice of the present Application along with its enclosures upon:- (i) concerned Income Tax Authority within whose jurisdiction the Applicant Companies assessments are made clearly indicating the PAN of the concerned company (PAN of First Applicant Company: AAACM3648P, PAN of Second Applicant Company: AAACP9345A, PAN of Third Applicant Company: AAACR5880Q, PAN of Fourth Applicant Company: AADCS9305C and PAN of Fifth Applicant Company: AAACT8968M) (ii) the Central Government through the office of Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai (iii) Registrar of Companies, Maharashtra, Mumbai, and any other applicable regulatory authority pursuant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany) with Tufropes Private Limited (Transferee Company) and their respective shareholders. 3. Learned Counsel for the Applicant Companies further submits thatthe First Applicant Company is engaged in the business of Agency commission business along with Investment and Rent income. The Second Applicant Company is engaged in the business of Depot Management Service along with Investment income. The Third Applicant Company is engaged in the business of Agency commission business along with Rent Income. The Fourth Applicant Company is engaged in the business of manufacturing of reprocessed plastic products and other allied products along with Investment Income. The Fifth Applicant Company is engaged in the business of sale of manufacturing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at in the Second Applicant Company there are seven Equity shareholders. All the seven equity shareholders have given their consent affidavits which are annexed as Annexure O2 to the Application. Learned Counsel for the Applicant Companies further submit that in the Third Applicant Company there are seven Equity shareholders. All the seven equity shareholders have given their consent affidavits which are annexed as Annexure P2 to the Application. Learned Counsel for the Applicant Companies further submit that in the Fourth Applicant Company there are two Equity shareholders. Both the equity shareholders have given their consent affidavits which are annexed as Annexure Q2 to the Application. In view of the fact that all the equity shareholder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Companies respectfully submits that: (a) Being a merger of wholly owned subsidiary companies into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of members of the Transferee Company are not affected since there will be no issue of shares pursuant to the Scheme and there would be absolutely no change in the equity share capital of the Transferee Company. Also, 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 Transferee Company are not affected since there will be no reduction in their claims and the assets of the Transferee Company, post amalgamation, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders and creditors of the Transferee Company is required to be convened. This Bench is of the view that the meeting of the equity shareholders and creditors of the Transferee Company can be dispensed with since all the Transferor Companies are wholly-owned subsidiary of the Transferee Company. The Counsel 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. 12. The Applicant Companies to serve notice of the present Application along with its enclosures upon:- (i) concerned Income Tax A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Street, Mumbai 400 002 [[Email: caanandjain88@gmail.com; Tel: 022-22001747], are appointed to assist the Official Liquidator to scrutinise the books of accounts of the Transferor Companies for the last five years. The fees of the Chartered Accountant are fixed at ₹75,000/- (Rupees seventy-five thousand only).. If no representation is received by the Tribunal from Official Liquidator, High Court, Bombay, within a period of thirty days from the date of receipt of such notice, it will be presumed that he has no objection to the proposed Scheme. 14. The Applicant Companies shall file compliance report with the registry in regard to the directions given in this Order in lieu of customary affidavit of service, due to lockdown situation ..... X X X X Extracts X X X X X X X X Extracts X X X X
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