TMI Blog2019 (10) TMI 1300X X X X Extracts X X X X X X X X Extracts X X X X ..... panies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Second Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority for Second Applicant Company having PAN No. AAACA1031G at 1(1)(1), Aykar Bhavan, Marine lines Mumbai, India within whose jurisdiction the Second Applicant Company s assessments are made (ii) the Central Government through the office of Regional Director, Western region, Mumbai (iii) Registrar of Companies Mumbai India, and (iv) Reserve Bank of India, Mumbai 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 Second Applicant Company failing which, it shall be presumed that the authorities have no representations to make on the proposals. - C.A. (CAA)/609/MB/2019 - - - Dated:- 22-10-2019 - Hon ble Shri M. K. Shrawat, Member (Judicial) AND Hon ble Shri Chandra Bhan Singh, Member (Technical) For the Applicants: Mr. Ajit Singh Tawar i/b Ajit Singh Tawar Co., Advocates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g in operational synergies, simplification, streamlining and optimization of the group structure and efficient administration; iii) Achieving operational and management efficiency 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 Applicant Company are annexed respectively as Annexure A-11 and A-12 to the Company Scheme Application. 6. That the meeting of the Equity Shareholders of the First Applicant Company be convened and held on Friday, 15th November, 2019 at 3rd floor, Rahimtoola house 7, Homji s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and / or at the office of its Advocates, M/s Ajit Singh Tawar Co , 14, Rajabahadur Building, Ambalal Doshi Marg, Opposite Bombay Mutual Chambers, Fort, Mumbai-4000023. 10. That the Notice of the aforesaid Meetings shall be advertised in two local newspapers viz. Business Standard in English and Navshakti in Marathi, both circulated in Mumbai by the First and Second Applicant Company not less 30 days before the date fixed for the meetings. 11. The First Applicant Company and the Second Applicant Company undertake to: i. Issue Notice convening meeting of the Equity shareholders in Form No. CAA.2 as per Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; ii. Issue Statement containing all the particulars as per Section 230(3) of the Companies Act, 2013; iii. Issue Form of Proxy in Form No. MGT-11 as per Rule 19 of the Companies (Management and Administration) Rules, 2014; and iv. Advertise the Notice convening meeting in Form No. CAA.2 as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The undertaking is accepted. 12. Mr. Adamji Yahyabhai Jasdanwalla Chairman in the First Applicant Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 First Applicant Company further submits that since the Scheme is an arrangement between the Applicant Companies and their respective shareholders only and not with the Unsecured Creditors of the First Applicant Company, the meeting of Unsecured Creditors of the First Applicant Company is not required to be convened. This bench hereby directs the First Applicant Company to issue notice to all its Unsecured Creditors as required under section 230(3) of the Companies Act, 2013, by Courier / Registered Post /Speed Post / Hand Delivery or through Email with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... presentations shall simultaneously be served upon the First Applicant Company. 26. The Second Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority for Second Applicant Company having PAN No. AAACA1031G at 1(1)(1), Aykar Bhavan, Marine lines Mumbai, India within whose jurisdiction the Second Applicant Company s assessments are made (ii) the Central Government through the office of Regional Director, Western region, Mumbai (iii) Registrar of Companies Mumbai India, and (iv) Reserve Bank of India, Mumbai 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 Second Applicant Company failing which, it shall be presumed that the authorities have no representations to make on the proposals. 27. The Applicant Companies to file an affidavit of service in the Registry proving dispatch of notices to the shareholders and Unsecured Creditors, publication of notices in newspapers and service of notice to the regulatory authorities as stated above and do re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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