TMI Blog2019 (9) TMI 1398X X X X Extracts X X X X X X X X Extracts X X X X ..... The aforesaid Company to pay fees of ₹50,000/- 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 - The Applicant Companies are accordingly directed to serve notices along with the documents as mentioned. The Applicant Companies to file affidavit of service of the directions given by the Tribunal in the Registry for service of notice to the regulatory authorities as stated above and do report to this Tribunal that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs, Master Batch, PP Staple Fibre and Geotextiles, Spun Yarn and production, processing and trading of CR Coils / Sheets, GP/GC Coils/Sheets and HR Coils/Plates. Rationale of the Scheme: The Counsel for the Applicants further submits that both the companies under this Scheme are part of same group. JRVL is a wholly owned subsidiary of JCL. The rationale for Scheme of Merger (by absorption) of JRVL with JCL is as under: 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; Rationalizing costs by eliminating multiple record keeping and administrative functions. 4. That the meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s in the Transferor Company and that the Transferor Company having procured the written consent affidavits from the Two (2) Unsecured Creditors in the Transferor Company which are annexed as Annexure N1 N2 to the Company Application. In view of the above, the Transferor Company seeks for direction from this Hon ble Tribunal to dispense with holding of meeting of the Unsecured Creditors. 8. 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 S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2017 in case of Godrej Properties Limited, in CSA No. 1615 of 2018 in case of Dolvi Minerals and Metals Private Limited, in CSA No. 396 of 2019 in JSW Logistic Infrastructure Private Limited and in CSA No. 1611 of 2019 in CEAT Specialty Tyres Limited. The Counsel for the Transferee 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. 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. 10. The Transferor Company is also directed to serve notice upon Official Liqu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tary accounting statement, if any, if the last annual accounts of any of the merging companies relate to a financial year ending more than 6 months before the date of filing of Scheme with the Tribunal, upon:- (i) concerned Income Tax Authorities within whose jurisdiction the Applicant Company s assessments are made i.e. for the Transferor Company, and for the Transferee Company (with PAN numbers), (ii) the Central Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Securities and Exchange Board of India (SEBI) (only in case of the Transferee Company), (v) BSE Limited (only in case of the Transferee Company), (vi) National Stock Exchange of India Limited (NSE) (only in case o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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