TMI Blog2019 (11) TMI 1445X X X X Extracts X X X X X X X X Extracts X X X X ..... - CA (CAA)/3483/MB/2019 - - - Dated:- 13-11-2019 - Hon ble Smt. Suchitra Kanuparthi, Member (Judicial) And Hon ble Shri. V. Nallasenapathy, Member (Technical) Mr. Avinash R. Khanolkar, Advocate i/b. KANJ Co. LLP Authorised Representatives for the Applicant Company. ORDER Suchitra Kanuparthi, (1) The sanction of this Tribunal is sought under Sections 230-232 of the Companies Act, 2013 for the Scheme of Amalgamation (hereinafter as the Scheme) of M/s. Venexa Technologies Private Limited having CIN : U25199PN2015PTC154884 (hereinafter as the 1st Transferor Company) and M/s. Martiza Polymers Private Limited (hereinafter as the 2nd Transferor Company) having CIN : U24233PN2014PTC153028 with M/s. Nand Composites Pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6) The Transferee Company is incorporated on 25th June, 1996 and having Registered Office at 324, Shaniwar Peth, Pune, Maharashtra 411030 . The Transferee Company is inter alia engaged in the business of manufacturing and selling of composites such as polymer composites, metal composites, textile composites, paper composites etc. (7) The Board of Directors of the Applicant Companies anticipate the following benefits pursuant to the Scheme : (a) The 1st Transferor Company and the 2nd Transferor Company, both, have certain assets / business and has related infrastructures with the Transferee Company. The proposed merger will create a synergy to the Transferor Companies as well as Transferee Company which will enable these busines ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the meeting of the Equity Shareholders may be dispensed with. (9) It is also submitted that, there are no Secured Creditors in the 1st and 2nd Transferor Company. As far as Transferee Company is concerned there are 2 Secured Creditors in the Transferee Company. The Learned Advocate has undertaken that the Transferee Company will issue individual notices to each Secured Creditor. (10) It is further submitted that the 1st Transferor Company undertakes to issue individual notices to its Unsecured Creditors value exceeding ₹ 100,000/-. (11) It is further submitted that the 2nd Transferor Company undertakes to issue individual notices to its Unsecured Creditors value exceeding ₹ 100,000/-. (12) It is furthe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from the receipt of the said notice before this Tribunal with an advance copy to the Transferee Company. (18) That, the 1st Transferor Company is directed to issue individual notice to its Unsecured Creditor having an outstanding amount of ₹ 1,00,000/- and more within 7 days from the date of this Order with a direction that they may submit their representation, if any, before this Tribunal with an advance copy to the Company within 30 days from the date of receipt of such notice, failing which, it shall be presumed that there are no representations to make on the proposed Scheme. (19) That, the 2nd Transferor Company is directed to issue individual notice to its Unsecured Creditor having an outstanding amount of ₹ 1,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o representations to make on the proposed Scheme. (22) That, the 1st Transferor Company and the 2nd Transferor Company, respectively and severally, are directed to serve notice along with copy of the Scheme upon Official Liquidator, Bombay High Court with a direction that he may submit his representations, if any, within a period of 30 days from the date of receipt of such notice to this Tribunal with copy of such representation shall simultaneously be served upon the concerned Applicant Company, failing which, it shall be presumed that there is no representations to make on the proposed Scheme. (23) That, M/s. PRASS Co., Chartered Accounts, Pune are hereby appointed to assist the Official Liquidator, Mumbai to scrutinize books ..... X X X X Extracts X X X X X X X X Extracts X X X X
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