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TMI Blog2020 (2) TMI 1479X X X X Extracts X X X X X X X X Extracts X X X X ..... Amalgamation is in the benefit of the Petitioner Company for the reasons set out in Paragraph 15 of the present Petition. It is further submitted that the Petitioner/Transferor Company and the Non-Petitioner/Transferee Company are both wholly owned subsidiaries of Axis Bank Limited. 4. It is submitted that the Order dated 24th August 2018 passed by this Tribunal in the Company Scheme Application No. 517 of 2018 directed that a meeting of the Equity Shareholders of the Petitioner/ Transferor Company be convened on 24th October 2018 for the purpose of considering, and if thought fit, approving the Scheme with or without modifications. The Order further directed that the Notice for the meeting of the Equity Shareholders of the Petitioner/Transferor Company be advertised. On 16th November 2018 the said order dated 24th August 2018 was modified by the Tribunal by way of an addendum order dated 16th November 2018 directing the Petitioner/Transferor Company to hold the equity shareholders meeting on 15th January 2019. An Affidavit of Shri Rahul Vermani, Chief Finance Officer of Accelyst Solutions Private Ltd, dated 18th December 2018 read with addendum order dated 16th November 2018 sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i) Insurance Regulatory and Development Authority of India (IRDAI) and (vii) Association of Mutual Funds in India (AMFI) on 26th November 2018. Proof of Service of such notices are annexed as Annexure 34 and Annexure 35 to the Petition. 9. It is submitted that notice has been served upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013 and the remuneration payable to M/s TMG & Associates, Chartered Accountant appointed by the Order dated 24th August 2018 for assisting the Official Liquidator to scrutinize the books of accounts of the Petitioner/Transferor Company and Non-Petitioner/Transferee Company has been paid by the Petitioner/ Transferor Company. 10. The Regional Director has filed a report dated 15th January 2019 ("Report") stating therein, that the Tribunal may consider the following observations and pass such other order or orders as deemed fit and proper in the facts and circumstances of the case considering the observations made at Para IV mentioned in his report: In paragraph IV of the said report it is stated that:- (a) The petitioners under provisions of section 230 (5) of the Companies Act, 2013 have to serve notic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Report/ Representation is concerned, the Petitioner/Transferor Company submits that in accordance with Section 230 (5) of the Companies Act, 2013 and the Order passed by the National Company Law Tribunal, Mumbai Bench on 6th November 2019, the Petitioner/Transferor Company has served notices to all such relevant authorities viz. (i) Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai,(ii) Registrar of Companies, (iii) Official Liquidator, High Court of Bombay, (iv) the concerned Income Tax Authority within whose jurisdiction the Petitioner Company's assessments are made, (v) Insurance Regulatory and Development Authority of India (IRDAI), (vi) Securities and Exchange Board of India (SEBI), and (vii) Association of Mutual Funds in India (AMFI). The Petitioner/Transferor Company submits and confirms that apart from the Report/ Representation received from the Regional Director, the Petitioner/ Transferor Company has received no representations from the Official Liquidator and the Insurance Regulatory and Development Authority of India (IRDAI). The Petitioner Company submits that the Official Liquidator and the Insurance Regulatory and Development Authority of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oval from Hon'ble NCLT at Delhi has been obtained via order dated 22nd October, 2019 passed in Company Petition No. CAA-144/ND/2018 and a copy of the order is tendered across the bar and taken on record. 18. It is submitted that the present Petition is filed in consonance with Sections 230 to 232 of the Companies Act, 2013 along with the Order dated 24th August 2018 passed in Company Scheme Application No. 517 of 2018 by this Tribunal. It is further submitted that the Petitioner/Transferor Company has filed an Affidavit of Service dated 18th December 2018 as required by the Order dated 24th August 2018. 19. It is submitted that as per the directions contained in the Order dated 6th November, 2019 passed by this Tribunal in this Petition and in compliance with the relevant provisions of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Petitioner/ Transferor Company published the notice of hearing of petition in two local news viz. "Financial Express", in English language and translation thereof in "Navashakti", in Marathi language. The notice of hearing of petition was duly published on respective website of both the Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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