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2020 (9) TMI 654 - Tri - Companies LawSanction of Scheme of Amalgamation (by way of Merger by Absorption) - convening and holding of various meetings - HELD THAT - The Applicant Companies to serve the notice upon the 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 - The Applicant Companies to serve the notice upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies to serve the notice on the concerned Income Tax Authority within whose jurisdiction, the Applicant Company No. 1 PAN - AABCN1024D having his address at The Income Tax Officer, Range Code 923, AO Number 1, Ward 2(3)(1), Aayakar Bhawan, Churchgate, Mumbai-400020 and the Applicant Company No. 2 PAN - AAACU7182L having his address at The Income Tax Officer, Range Code 921, AO Number 3, Ward 2(1)(3), Aayakar Bhawan, Churchgate, Mumbai-400020 wherethe respective Applicant Company s assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The appointed date is 14th August, 2019 - Connected Company Petition shall be filed on or before 24.02.2020.
Issues:
1. Scheme of Amalgamation (Merger by Absorption) of two companies 2. Dispensation of meetings of Equity Shareholders 3. Absence of Secured Creditors in both companies 4. Positive Net-worth and Unsecured Creditors in each company 5. Publication and service of notices to various authorities 6. Appointment of Official Liquidator and Chartered Accountant 7. Filing of an affidavit of service Detailed Analysis: Issue 1: Scheme of Amalgamation The judgment pertains to the Scheme of Amalgamation (by way of Merger by Absorption) of two companies, namely Andromeda Sales And Distribution Private Limited (Transferor Company) and Geosansar Advisors Private Limited (Transferee Company). Issue 2: Dispensation of Equity Shareholders Meetings Meetings of Equity Shareholders of both companies were dispensed with, as all shareholders provided consent affidavits approving the proposed Scheme of Amalgamation. Issue 3: Absence of Secured Creditors Both companies had no Secured Creditors, as confirmed by Chartered Accountants through certificates annexed to the Company Scheme Application. Issue 4: Positive Net-worth and Unsecured Creditors - The First Applicant Company had a positive Net-worth and 476 Unsecured Creditors, with a directive to issue notices to them. - The Second Applicant Company also had a positive Net-worth and a Sole Unsecured Creditor, necessitating a notice to be served. Issue 5: Publication and Service of Notices The Applicant Companies were directed to publish the Scheme in two local newspapers and serve notices to various authorities, including the Regional Director, Registrar of Companies, and Income Tax Authority. Issue 6: Appointment of Official Liquidator and Chartered Accountant An Official Liquidator was appointed, and a Chartered Accountant was engaged for services related to the Scheme, with specific remuneration mentioned. Issue 7: Filing of Affidavit of Service The Applicant Companies were required to file an affidavit of service within 10 days from the issuance of public advertisement, hosting on websites, and serving notices to authorities, ensuring compliance with all directions. The appointed date for the Scheme was 14th August 2019, and a deadline was set for the filing of a Connected Company Petition.
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