TMI Blog2019 (8) TMI 1543X X X X Extracts X X X X X X X X Extracts X X X X ..... ssments are made, pursuant to section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The First Applicant Company is also directed to serve notice along with copy of scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013. M/s S. J. Agarwal Associates, Chartered Accountants; having office at 809, Topiwala Centre of S. V. Road, Goregaon (west), Mumbai 400 062 are appointed to assist the Official Liquidator to scrutinize books of accounts of the First Applicant Company for the last 5 years. The aforesaid Company to pay fees of ₹ 2,00,000/- for this purpose. If no response is received by the Tribunal from Official Liquidator within thirty days of the date of receipt of notice, it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. - C.A. (CAA) No. 2784/MB/2019 - - - Dated:- 27-8-2019 - Hon ble Smt. Suchitra Kanuparthi, Member (Judicial) For the Applicant(s): Mr. Hemant Sethi i/b Hemant Sethi Co ORDER Suchitra Kanuparthi, Memb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rationale for the Scheme is that the companies believe that the restructuring would have following benefits: i. Rationalizing legal entity structure to align with group s objective of reducing the legal entities. ii. Significant reduction in the legal and regulatory compliances required to be carried out separately by the Transferor Company and the Transferee Company. iii. Concentrated effort and focus by the management to eliminate duplicative communication and co-ordination efforts across two entities. iv. Reduction in and/ or optimization in overhead costs, administrative, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of various resources and also benefitting from economies of scale. v. Result in improved shareholder value benefitting the shareholder of the companies as the amalgamated company will have improved financial structure and stronger consolidated revenue. 4. The Counsel for the Applicant Companies further submits that the Board of Directors of the respective Applicant Companies approved the scheme at their meetings held on 07.06.2019. The Appointed Date fixed under the Scheme is 01.04 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ired under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14.12.2016 and the prescribed Form of Proxy, shall be sent by Air Mail / Courier / Registered Post / Hand Delivery / Speed Post or through Email (to those shareholders whose email addresses are duly registered with the respective Applicant Companies for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the respective Applicant Companies, at their last known address or email addresses as per the records of the respective Applicant Companies. 10. That at least one month before the meetings of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said Meetings, indicating the place, date and time of meeting as aforesaid be published and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 and the Form of Proxy can be obtained free of charge at the Registered Office of the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o constitute the quorum. For the purpose of quorum valid proxies will be considered, if the proxy in the prescribed form, duly signed by the person signed by the persons entitled to attend and vote at the meeting is filed with the registered office of the Applicant Companies at least 48 hours before the meetings. 17. That voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meetings, are filed with the respective Applicant Company at their respective Registered Office(s) at not later than 48 hours before the aforesaid meetings. 18. That the value and number of the shares of each Equity Shareholder shall be in accordance with the books / register of the respective Applicant Companies and where the entries in the books / register / depository records are disputed, the chairman of the Meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. 19. That Ms. Anagha Anasingaraju (FCS: 6630 and C.P. No. 6635), is hereby appointed as Scrutinizers of the meeting of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 26. The Applicant Companies are directed to serve notices along with copy of the Scheme upon:- (i) concerned Income Tax Authority (For the First Applicant Company: PAN AACCV7224Q, Income tax officer, Circle 13, Pune and for the Second Applicant Company: PAN AACCV8546K, Income tax officer, Circle 13, Pune; within whose jurisdiction the respective Applicant Company s assessments are made, pursuant to section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Income Tax Authorities within 30 days of the date of receipt of the notice it will be presumed that Income Tax Authorities has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 27. The First Applicant Company is also directed to serve notice along with copy of scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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