TMI Blog2021 (6) TMI 603X X X X Extracts X X X X X X X X Extracts X X X X ..... 21 and CA(CAA)/08(CHE)/2021 filed under Section 230-232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The instant applications have been filed in respect of Scheme of Amalgamation of Mis. Michelin India Technology Center Private Limited (hereinafter referred to as Applicant Company or 'Transferor Company') with M/s. Michelin India Private Limited (hereinafter referred to as Applicant Company or Transferee Company ) as going concern. The Applicant Companies through this Application have prayed for seeking directions:- i) For dispensing with convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Company and Transferee Company; and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cts etc. ii) The Transferor Company has 2 (Two)) Equity Shareholders. The list of Equity Shareholders is placed at page 32 of the typed set, certified by M/s. Joshi Aggarwal Associates., Chartered Accountants filed along with the Application. The consent affidavits given by all i.e. 2 (Two) equity shareholders are placed at pages 133 to 145 of the typed set filed along with the Application, wherein it has been deposed that they do support the Scheme of Amalgamation and consent to dispense with convening, holding and conducting the meeting of Equity shareholders. iii) There are no Secured Creditors in relation to the Transferor Company as on 17.12.2020. The certificate issued by M/s. Joshi Aggarwal Associates., Chartered Accoun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Chennai-600093 with effect from 01.07.2014. Thereafter, the Transferee Company has changed its name from Michelin India Tamil Nadu Tyres Private Limited to Michelin India Private Limited pursuant to the fresh Certificate of Incorporation issued by the MCA with effect from 31.03.2015. The Transferee Company is engaged in the business of manufacturing and trading of tyres, tubes and its related products etc. ii) The Transferee Company has 2 (Two) Equity Shareholders. The list of Equity Shareholders is placed at page 197 of the typed set, certified by M/s. Joshi Aggarwal Associates., Chartered Accountants and the same is filed along with the Application. The consent affidavits given by all the 2 (Two) equity shareholders are placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15.12.2020 have unanimously approved the proposed Scheme of Amalgamation as contemplated above and copies of resolutions passed thereon have been placed on record by the companies. 5. The Appointed date as specified in the Scheme is 1st April, 2020 subject to the directions of this Tribunal. 6. The Statutory Auditors of both the Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. 7. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ere are 2 Equity Shareholders whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting of the Equity Shareholders for the approval of the scheme is dispensed with. (ii) With respect to Secured Creditors: It is represented by the Transferee Company that there are NIL Secured Creditors and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferee Company that there are 288 Unsecured Creditors in the Company. The Consent affidavits are given by the 13 unsecured creditors, out of 288 unsecured creditors, the value of the consenting unsecured creditors constitutes 93.91 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mit a report with regard to the Transferor Company within four weeks from the date of receipt of this Order. 10. The Transferor and Transferee Companies are directed to make separate publication of notices in newspapers one in English The Indian Express (All Tamil Nadu Edition) and another in vernacular Dina Mani (All Tamil Nadu Edition) having wide circulation in the State of Tamil Nadu, not less than 30 days before the next date of hearing of the petition. The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the notice board at the registered office of the Applicant Companies. The Transferor and Transferee Companies are also directed to send private notices to the authorities by ..... X X X X Extracts X X X X X X X X Extracts X X X X
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