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TMI Blog2020 (10) TMI 1109X X X X Extracts X X X X X X X X Extracts X X X X ..... n Minar Organics Private Limited (Transferor Company No.1), Vivira Chemicals Private Limited (Transferor Company No.2), and MM Infra & Leasing Private Limited and their respective Shareholders and Creditors. 3. The Counsel for the Applicant Companies further submits that the Transferor Company No. 1 and Transferor Company No. 2 are engaged in the business of all classes, kinds, types and nature of chemicals, dyes, pigments and auxiliaries, intermediates. The Transferee Company is engaged in the business of construction, development and real estate activities. 4. The learned Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies, at their respective meetings held on 1st February, 2020, have appro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... future growth potential; d. Optimal utilisation of resources resulting into reduction in operational and compliance cost; and e. Elimination of multiple entities in the group; which will eliminate duplication of administrative functions and reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company. 7. The learned counsel for the Applicant Companies states that upon the Scheme becoming effective and in consideration of the transfer and vesting of the business and undertaking of the Transferor Companies, in the Transferee Company in terms of the Scheme, the Transferee Company shall subject to the provisions of the Scheme and without any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion which have been annexed as Exhibit-"Q" to the Application. 10. That there are no secured creditors of Transferor Company No.2 as on date. There are (4) four unsecured creditors of the Transferor Company No.2 of Rs. 78,02,857/- (Rupees Seventy Eight Lakhs Two Thousand Eight Hundred Fifty Seven only) who have agreed and confirmed by way of affidavit to the Scheme of amalgamation which have been annexed as Exhibit-"S" to the Application. 11. That there is no secured creditor of Transferee Company. There are (4) four unsecured creditors of the Transferee Company of Rs. 2,02,02,000/- (Rupees Two Crores Two Lakhs and Two Thousand only) who have agreed and confirmed by way of affidavit to the Scheme of amalgamation which have been annexed a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... wspaper having wide circulation in the state of Maharashtra atleast 30 days before the date fixed for meeting. Applicant companies shall also host the notice on its websites. d. Since the current paid up share capital of the transferee company is upto the Authorised Capital as of date, for any issue of additional shares to the shareholders of the transferor companies will be beyond the Authorised Share Capital therefore, the Transferee company have to pass a resolution in accordance with the provisions of the Companies Act to increase its Authorised Share Capital to ensure allotment of further shares subsequent to the proposed scheme of Amalgamation. Accordingly the Transferee company is directed to pass a suitable Resolution. e. The Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... MCM7245C) Circle 12(3)(1), Mumbai;; pursuant to section 230(5) of the Act and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal within 30 days of the date of receipt of the notice it will be presumed that the Authorities have no objection to the Scheme. h. The Transferor Company No. 1 and Transferor Company No. 2 shall serve notice of Application along with a copy of the Scheme upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Act. The Tribunal hereby appoint M/s. Rani Maheshwari & Co. [Address: 16, Kirti Building, 2nd Floor, 31 - Dr. V. B. Gandhi Marg, Fort, Mumbai 400 023; Contact: 9819692795/22843103; Email: ranimaheshwary ..... X X X X Extracts X X X X X X X X Extracts X X X X
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