9911796707
TMI Blog2019 (10) TMI 1300X X X X Extracts X X X X X X X X Extracts X X X X ..... th day of February, 2019 of Mr. Ishtiyaq Inayatali Nagree, Director in the Applicant Companies, in support of Notice of Admission along with Application and Exhibits therein referred to, IT IS ORDERED THAT: 1. The Counsel for the Applicants states that the present Scheme is a Scheme of Merger by Absorption of Lombards Private Limited (Transferor Company) With Alco Company Private Limited (Transferee Company) and their respective shareholders under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Companies further submits that the First Applicant Company is currently engaged in the business of manufacture of acrylic sanitary ware, liquid detergents and trading in building materials and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iciency by way of consolidation of businesses; iv) Post the merger of Transferor Company with Transferee Company, Transferor Company shall stand dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory requirements, tax filings, company law requirements, etc. and therefore reduction in administrative costs. 5. The Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies had approved the Scheme of Merger by Absorption with Appointed Date as 1st day of April, 2018 vide Board Resolutions dated 18th day of January, 2019. The Board Resolutions approving the Scheme for the First Applicant Company and Second Applic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 and the prescribed Form of Proxy, shall be sent by hand delivery or by Courier or Registered Post or Speed Post or through Email (to those shareholders whose email addresses are duly registered with the First and Second Applicant Company for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the First and Second Applicant Company, at their last known address or email addresses as per the records of the Applicant Companies. 9. That at least one month before the meetings of the Equity Shareholders of the First and Second Applicant Company to be held as aforesaid, a notice convening the said Meetings, indicating the place, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The undertaking is accepted. 12. Mr. Adamji Yahyabhai Jasdanwalla Chairman in the First Applicant Company and Managing Director in the Second Applicant Company failing him, Mr. Arshad Adamji Jasdanwalla Director in the First Applicant Company and Vice Chairman in the Second Applicant Company shall be the Chairperson of the meeting(s) of Equity Shareholders of respective Applicant Companies to be held as aforesaid or any adjournments thereof. 13. That the Chairman appointed for the aforesaid Meetings to issue the advertisement and send out the notices of the Meetings referred to above. The said Chairman shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meetings, in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... direction regarding the issue of notices and the advertisement have been duly complied with. 19. That the Chairman of the meetings to report to this Tribunal, the results of the aforesaid meetings within thirty days of the conclusion of the meetings. 20. The Counsel for the First Applicant Company submits that there are no Secured Creditors in the First Applicant Company therefore the question of sending notice to Secured Creditors of the First Applicant Company does not arise. 21. The Counsel for the Second Applicant Company submits that there are no Secured Creditors in the Second Applicant Company therefore the question of sending notice to Secured Creditors of the Second Applicant Company does not arise. 22. The Counsel for the Firs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 24. The First Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority for the First Applicant Company having PAN No. AAACL0702F at 2(2)(2) , Aykar Bhavan , Marine lines Mumbai, India within whose jurisdiction the First Applicant Company's assessments are made (ii) the Central Government through the office of Regional Director, Western region, Mumbai and (iii) Registrar of Companies Mumbai India with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the First Applicant Company failing which, it shall be presumed t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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