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TMI Blog2019 (5) TMI 1803X X X X Extracts X X X X X X X X Extracts X X X X ..... (Transferor Company 1), I-Strat Software Private Limited (Transferor Company 2), Neev Information Technologies Private Limited (Transferor Company 3) by the holding company namely TLG India 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: a. Transferor Company 1 is engaged in providing Software Development and Technology Consulting Services from various units including one Software Technology Park of India (STPI) in Bengaluru and Special Economic Zone (SEZ) units in Gurgaon and Noida; b. Transferor Company 2 is engaged in providing a range of interactive media services which pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng Software Development and Technology Consulting services from its various units. d. Transferor Company 2 is engaged in providing a range of interactive media services which primarily includes search engine marketing (SEM), search engine optimization (SEO), web design & development, web analytics, social media marketing and advertising. e. Transferor Company 3 is engaged in providing a range of communication services which primarily relates to advertising by creative and production work, digital designing, marketing services, advertising projects and strategic consulting services f. This merger will help in building business synergies by building a digital transformation platform designed to help clients reimagine core business activ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fidavits which are annexed as Annexures- S1 & S2. 8. The Counsel for the Applicants further submit that in the Fourth Applicant Company there are 2 equity shareholders. Both the Equity Shareholders have given consent affidavits which are annexed as Annexures- U1 & U2 . 9. In view of the fact that the shareholders of the First, Second, Third and Fourth Applicant Companies have given their consent affidavits, the meetings of the Equity Shareholders of the First, Second, Third and Fourth Applicant Companies are hereby dispensed with. 10. The Counsel for the Applicant Companies submits that there are no Secured Creditors in the Applicant Companies therefore the question of convening meeting of Secured creditors does not arise. 11. The Couns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. That the Second Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority within whose jurisdiction the Second Applicant Company‟s assessments are made (Pan No. AABCI1032L) (ii) the Central Government through the office of Regional Director, Western region, Mumbai and (iii) Registrar of Companies, 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. 14. That t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Companies are also directed to serve notice along with a copy of the Scheme upon the Official Liquidator, attached to High Court, at Mumbai. M/s Dalal and Kala Associates, Chartered Accountant is appointed to assist the Official Liquidator to scrutinize the books of accounts of the First, Second and Third Applicant Companies for the last three years. The fees of the Chartered Accountant is fixed at Rs. 2,00,000/-.The Official Liquidator may submit his representations, if any, within a period of thirty (30) days from the date of the receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the First, Second and Third Applicant Companies, failing which, it shall be presumed that the Officia ..... X X X X Extracts X X X X X X X X Extracts X X X X
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