TMI Blog2019 (3) TMI 1813X X X X Extracts X X X X X X X X Extracts X X X X ..... ice upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Tribunal is appointing M/s. N.K. Sureka Company, Chartered Accountant, having address at 216, Commerce House, Nagindas Master Road, Fort, Mumbai-400 001, Telephone Nos. 22675181/22671485 to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its representation / report to the Tribunal. - C.A.(C.A.A.)/396/MB/2019 - - - Dated:- 8-3-2019 - Hon ble Shri M. K. Shrawat, Member (J) For the Applicant(s): Mr. Hemant Sethi i/b Hemant Sethi Co., Advocate for Applicants ORDE ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... know-how planning, development etc. and also to undertake the strategic long term investments activity.. Rationale of the Scheme: The Amalgamation of Transferor Companywith the Transferee Company would include the following benefits: Ensuring a streamlined group structure by reducing the number of legal entities in the group structure; Reducing the multiplicity of legal and regulatory compliances required at present; Eliminating duplicative communication and coordination efforts across multiple entities; Rationalizing costs by eliminating multiple record keeping and administrative functions; Reducing time and efforts for consolidation of financials at the group level. 4. That the meeting of the Equity Sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ously be served upon the Applicant Company, failing which, it shall be presumed that they have no representations to make on the proposals 6. The Applicant Companies respectfully submits that: a. Being a merger of wholly owned subsidiary company 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng of shareholders and creditors of the Transferee Company is required to be convened. 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. 8. The First Applicant Company and the Second Applicant Company are accordingly directed to serve documents as mentioned (a) the draft of the proposed terms of the Scheme drawn up and adopted by the Board of Directors; (b) confirmation that a copy of the draft Scheme has been filed with the Registrar; (c) a report adopted by the Directors of the Applicant Companies explaining the effect of the amalgamation on each class of shareholders, key managerial personnel, pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to serve notice upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. N.K. Sureka Company, Chartered Accountant, having address at 216, Commerce House, Nagindas Master Road, Fort, Mumbai-400 001, Telephone Nos. 22675181/22671485 to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of ₹ 50,000/- (Rupees Fifty Thousand Only) for this purpose. If no representation / response is received by the Tribunal from Official Liquidator ..... X X X X Extracts X X X X X X X X Extracts X X X X
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