TMI Blog2021 (1) TMI 1144X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013 (hereinafter referred to as the Act ) and in terms of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking directions from this Tribunal that convening and holding meetings of the equity shareholders, sole secured creditor and unsecured creditors of the Applicant Company are not required, in relation to the Scheme of Amalgamation by way of Merger by Absorption between Taj Madras Flight Kitchen Private Limited (hereinafter referred to as Transferor Company) and the Applicant Company under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the Scheme or the Scheme of Amalgamation ), as more particularly set out therein. The Transferor Company having its registered office in Chennai, is a wholly owned subsidiary of the Applicant Company, and the Transferor Company has filed a Company Application No. CA(CAA) CB/733/2020, before the Hon ble National Company Law Tribunal, Chennai Bench in regard to holding / dispensing meetings of its equity shareholders, secured creditors and unsecured creditors. 4. The Scheme, provides inter alia for amalgamation of the Transferor Company with the Applicant Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an ERP platform and will result in a more accurate and timely financial reporting. 6. The Applicant Company has only 7 (Seven) equity shareholders, holding the entire share capital of the Applicant Company. The Applicant Company has submitted to this Tribunal the list showing the shareholding pattern of the Applicant Company as on 30th September, 2020 showing the names of the equity shareholders and their respective shareholdings in the Applicant Company and the same is annexed to the Company Scheme Application as Annexure J . All the said seven equity shareholders have given their respective Affidavits of consent and approval to the Scheme and the same are annexed to the Company Scheme Application as Annexures K-1 to K-7 . 7. The Applicant Company has only one secured creditor as on 30th September, 2020 viz. State Bank of India. As per the certificate of an independent Chartered Accountant, the outstanding of the said secured creditor as on 30th September, 2020 is negative. The certified true copy of the said certificate dated 30th September from the said independent Chartered Accountant is annexed to the Company Scheme Application as Annexure L . 8. The Applican ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsecured creditors of the Applicant Company nor any liability of the said sole secured or unsecured creditors of the Applicant Company is proposed to be reduced or extinguished under the Scheme; (d) the Scheme does not contemplate any variation in the rights of the sole secured and the unsecured creditors of the Applicant Company in any manner whatsoever; (e) the net worth of the Applicant Company as on 30th September, 2020 is INR 2,52,52,85,474 (Rupees Two Hundred Fifty Two Crore, Fifty Two Lakh, Eighty Five Thousand, Four Hundred and Seventy Four only). The certified true copy of the net worth certificate of the Applicant Company dated 30th October, 2020 issued by an Independent Chartered Accountant is annexed to the Company Scheme Application as Annexure N . The said certificate indicates that the Applicant Company has positive net worth. 10. In view of the foregoing and in view of the provisions of Section 230 of the Companies Act, 2013, the following directions are issued: 11. The convening and holding the meeting of the equity shareholders of the Applicant Company to seek their approval to the Scheme, are not required in view of the Affidavits of Consent and approval t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otice of filing of the present Company Scheme Application (along with copy of the Company Scheme Application) and passing of this order, upon the Registrar of Companies, Mumbai, Maharashtra, stating therein that it may submit its representation in relation to the Scheme, if any, to this Tribunal within 30 (thirty) days from the date of receipt of the notice, with a copy thereof to the Applicant Company and if no response is received by the Tribunal from the Registrar of Companies, within 30 days of the date of receipt of the said notice, it will be presumed that the Registrar of Companies has no objection to the Scheme. 16. The Applicant Company (PAN: AABCT4686P) to serve the notice of filing of the present Company Scheme Application (along with copy of the Company Scheme Application) and passing of this order, upon the concerned Income Tax Authority within whose jurisdiction their assessments are made i.e. Mr. Vinod Choudhary, the Deputy Commissioner of Income Tax 2(3)(1), Room No. 552, 5th Floor, Aayakar Bhavan, M K Road, Mumbai 400 020, stating therein that it may submit representations in relation to the Scheme, if any, to this Tribunal within 30 (thirty) days from the d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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