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TMI Blog2021 (8) TMI 1154X X X X Extracts X X X X X X X X Extracts X X X X ..... ons) Rules, 2016 and other applicable provisions of the Companies Act, 2013 by inter-alia seeking to dispense with the requirement of holding the meeting of the equity shareholders, preference shareholders and creditors of the Transferor Company and Transferee Company. 2. The averments made in the application are briefly described as under: a. JBR Interio Technologies Private Limited bearing CIN U74900TG2014PTC093841 is a Private Limited Company registered under the provisions of the Companies Act, 2013 incorporated on March 27, 2014 and has its registered office at The 9th, Plot No. 131 and 132, Prashanth Hills, Khajaguda, Hyderabad -500008, Telangana. (Copy of the Certificate of Incorporation of the Transferor Company is annexed as "An ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the Application). e. The main objects of the Transferee Company are to create, market and sell innovative software products and technologies focusing on designing and decoration of houses, shops and saloons, restaurants, cinemas, theatres, hotels, ball and other apartments and exhibitions and execute decorative work of all sorts; to run a marketplace of home decor, office decor interior designing using the technologies created by the Company however carry on only such business, undertake only such projects, and pursue only such activities which are allowed to be done under the Foreign Direct Investment guidelines as amended from time to time. (Copy of the Memorandum of Association of the Transferee Company is annexed as "Annexure - A3" ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etic advantages particularly in view of the fact that the Companies involved in the amalgamation are engaged in the businesses, which are akin and can be conveniently combined with one another for mutual benefit. iii. Greater efficiency in cash management of the Transferee Company and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities and to further improve shareholder's value; iv. Improved organizational capability and leadership, arising from pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in a competitive industry; v. Greater leverage in operation planning, cost savings are expected to flow ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and Creditors. Consents given by the Shareholders of the Transferee Company are attached as "Annexure - A12" to the Application). 6. CREDITORS OF THE APPLICANT COMPANIES C. It is averred that the Transferor Company does not have any Secured Creditors as on June 17, 2021. It is further submitted that the Transferor Company has 4 (four) Unsecured Creditors as on June 17, 2021. A Certificate issued by the Statutory Auditor M/s. Ravi Ladia & Co. certifying the list of Secured 8s Unsecured Creditors of the Transferor Company and showing the respective amounts due to them by the Transferor Company, is annexed as "Annexure-A13" to the Application. Consent affidavits given by the Unsecured Creditors of the Transferor Company stating no objecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Transferee Company (either directly or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued, or payment made in cash whatsoever by the Transferee Company in lieu of such shares held by it in the Transferor Company. 11. We have heard the PCS for Applicant Companies and perused the documents filed. This is the first stage Application seeking dispensation of convening meetings of Equity Shareholders, preference shareholders and Creditors of the Applicant Companies. All of them have given their consent in the form of Affidavits. The proposed scheme in question prima facie satisfy fundamental requirements for its sanction, subject to approval of this Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X
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