9911796707
TMI Blog2020 (4) TMI 877X X X X Extracts X X X X X X X X Extracts X X X X ..... e First Applicant Company or 'the Transferor Company'), with its holding company, viz., Asian Paints Limited, a public limited (' the Second Applicant Company' or 'the Transferee Company') and their respective Shareholders ('the Scheme' or 'this Scheme'), under the provisions of sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Companies states that the Scheme has been approved by the Board of Directors of the Applicant Companies in their respective meetings held on 20th January, 2020 and 22nd January, 2020 and approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2019. 3. The Counsel for the Applicants further submits that the First Applicant Company is a wholly-owned subsidiary of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no compromise or arrangement with any of the creditors of the Transferor Company and the Transferee Company and the rights of the creditors are not affected, all the Secured and Unsecured Creditors would be paid off in the ordinary course of business. Also, the net worth of the Transferee Company is and will remain highly positive post the merger. 5. The Counsel for the Applicants submit that there are 7 (seven) Equity Shareholders in the Applicant Company being the Transferee Company and its nominee shareholders. All the seven Equity shareholders have given consent to the proposed Scheme. The consent affidavits are annexed as Annexures K1 to K7 to the Company Application. 6. In view of the fact that all the Equity Shareholders of the Fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to 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, will be more than sufficient to discharge their claims. Also the net worth of the Transferee Company is and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 10. The Applicant Companies are hereby directed to serve notices along with copy of the Scheme upon the concerned Income tax authorities under whose jurisdiction the assessments are made, through R.P.A.D./Speed Post/Email/hand delivery, with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... presumed that the authorities have no representations to make on the proposals. 12. The First Applicant Company is also directed to serve notice upon Official Liquidator, High Court, Bombay, 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 Jitendra Chablani & Co, Chartered Accountant, to assist the Official Liquidator to scrutinise the books of accounts of the said Transferor Company for the last five years and submit its report to the Tribunal. The Transferor Company to pay fees of Rs. 1,50,000/- for this purpose. If no representation/response is received by the Tribunal from Official Liquidator, High Court, B ..... X X X X Extracts X X X X X X X X Extracts X X X X
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