TMI Blog2021 (11) TMI 956X X X X Extracts X X X X X X X X Extracts X X X X ..... ORDER Rajesh Sharma, Member (T) 1. The Bench is convened by videoconference today. 2. Learned Counsel for the Applicant Company No. 1/Transferor Company and Applicant Company No. 2/Transferee Company/Demerger Company and Applicant Company No. 3/Resulting Company (collectively referred to as 'Applicant Companies') state that the present Scheme is a Composite Scheme of Amalgamation and Arrangement between Desai Finwealth Investments Securities Private Limited, the Transferor Company and Onward Network Technologies Private Limited, the Transferee Company or the Demerged Company and Onward Software Technologies Private Limited, the Resulting Company and their respective Shareholders and Creditors under Sections 230 to 23 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company No. 3. The management of the Applicant Companies are of the opinion that the following benefits would also be realized by the stakeholders: b. The proposed amalgamation will lead to reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by Applicant Company No. 1 and Applicant Company No. 2 and also avoid duplication of administrative functions and eliminate multiple record-keeping. c. The Securities Investments Business and real estate business require separate skill set and bear no synergies with each other. The nature of risk, challenges and growth opportunities associated with each business is separate and distinct. Thus, the Scheme envisages demerger of Securities Inve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Equity Shareholders of the Applicant Company No. 1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Amalgamation and Arrangement between the Applicant Companies is dispensed with in view of the Consent Affidavits given by the 100% Equity Shareholders of the Applicant Company No. 1, which are annexed as 'Exhibit R1 R2' to the Company Scheme Application. 10. Learned Counsel for the Applicant Companies states that there are 5 (five) Equity Shareholders in the Applicant Company No. 2. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 2 for the purpose of considering and, if thought fit, approving, wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days from the date of receipt of the notice it will be presumed that Regional Director and/or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 14. The Applicant Companies to serve the notice by Registered Post-AD/Speed Post and Hand delivery upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 as p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant Companies to serve the notice by Registered Post-AD/Speed Post and Hand delivery upon the Goods and Service Tax Authority are concerned, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, If no response is received by the Tribunal from the Registrar of Companies within 30 days from the date of receipt of the notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules. 2016. 17. The Applicant Company No. 1/Transferor Company is also directed to serve intimations of the Scheme upon Official Liquidator, pursuant to section 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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