TMI Blog2020 (2) TMI 1334X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹2,00,000/- 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 copy of scheme upon:- (i) concerned Income Tax Authorities within whose jurisdiction the Applicant Company s assessment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Shri. B.S.V. Prakash Kumar, Acting President And Hon ble Shri. V. Nallasenapathy, Member (T) For the Applicant: Mr. Hemant Sethi i/b Hemant Sethi Co. ORDER V. Nallasenapathy, 1. The Counsel for the Applicant states that the present Scheme of Amalgamation of wholly owned subsidiary namely, Wonder Space Properties Private Limited ( WSPPL or the Transferor Company ), with its holding company namely Godrej Properties Limited ( GPL 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 resolutions passed by the Board of Directors of the respective ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng of the Equity Shareholders of the Transferor Company be dispensed in support of Company Application, inter-alia stating therein that there are 2 (Two) Equity Shareholders in the Transferor Company and that the Transferor Company having procured the written consent affidavits from all the Two (2) Equity Shareholders in the Transferor Company which are annexed as Annexure H1 and H2 to the Company Application. In view of the fact that the shareholders of the Transferor Company have given their consent affidavits the meeting of the Equity Shareholders of the Transferor Company is hereby dispensed with. 6. There are no Secured Creditor in the Transferor Company, therefore, conveying meeting and issue of notices to them does not arise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ill 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 will continue to remain highly positive post-merger; c. The existence of the Transferee Company will remain as before without any change either to its shareholding pattern or debt position pursuant to the Scheme; d. No undertaking of the Transferor Company is being parted away or being disposed-off and hence provisions of Section 180 of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. Mehta Singhvi Associates, Chartered Accountants, 410, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel, Mumbai 400013, Contact No.22-66096060/69, 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 ₹2,00,000/- 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 representatio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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