TMI Blog2020 (11) TMI 162X X X X Extracts X X X X X X X X Extracts X X X X ..... tar, Deputy Director ORDER Per: Chandra Bhan Singh, Member (Technical) 1. The Court convened via videoconferencing today. 2. Learned Counsel for the Transferor Company and Transferee Company (collectively referred to as Applicant Companies ) states that the present Scheme is a Scheme of Amalgamation of Satmetrix Software and Systems India Private Limited with Nice Interactive Solutions India Private Limited and their respective shareholders under sections 230 to 232 of the Companies Act, 2013 ( Scheme ). 3. Learned Counsel for the Applicant Companies states that the Board of Directors of the Transferor Company and Transferee Company in their respective meetings conducted on May 12, 2020 for the Transferor Company and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution in the shareholding in the Transferee Company. iii) The existence of the Transferee Company will remain as before without any material change either to its shareholding pattern or debt position pursuant to the Scheme. iv) The net-worth of the Transferee Company is and will continue to remain highly positive post amalgamation. v) There is no compromise or arrangement with the members and creditors of the Transferee Company. Therefore, the Scheme is not prejudicial to the interests of the members and creditors of the Transferee Company. 7. Learned Counsel of the Transferee Company submits that the Scheme does not affect the rights and interests of the shareholders and the creditors of the Transferee Company and does n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the facts of the above case, therefore no meeting of shareholders and creditors of the Transferee Company are required to be convened for the approval of the proposed Scheme. This Bench is of the view that the meeting of the shareholders and creditors of the Transferee Company can be dispensed with since the Transferor Company is a wholly owned subsidiary of the Transferee Company. 9. Learned Counsel for the Transferee Company further clarifies that the Transferee Company will file the petition and comply with the provisions of service of notices upon all regulatory authorities. 10. Learned Counsel for the Transferor Company submits that there are no Secured Creditors as mentioned in Para 28 of the Application. Thus, the question of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iii) The Income Tax Authorities within whose jurisdiction the Applicant Companies are assessed to tax, clearly indicating the PAN of the Applicant Company concerned, i.e., for Transferor Company PAN AAKCS9532L, having address at DCIT, Circle 1(1), Aayakar Bhawan, Trivandrum, Kerala 695 003 and for Transferee Company PAN AACCN4932D, having address at DCIT, Circle 3(1)(1), BMTC Building, Koramangala, Bangalore, Karnataka 560 095 pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such Authorities, within a period of thirty days from the date of receipt of such notice, it will be presumed that ..... X X X X Extracts X X X X X X X X Extracts X X X X
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