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TMI Blog2020 (9) TMI 362X X X X Extracts X X X X X X X X Extracts X X X X ..... ate that the present Scheme is one of Arrangement and Amalgamation (the Scheme) between EuroKids International Private Limited (Transferor Company No. 1), EuroSchool Properties & Infrastructure Private Limited (Transferor Company No. 2), Kangaroo Kids Education Limited (Transferor Company No. 3) and EuroSchool International Private Limited (Transferee Company) and their respective Shareholders. 3. The Counsel for the Applicant Companies further submits that the Applicant No. 1 and Applicant No. 3 are engaged in the business of providing education by setting up own schools across India and outside India and through franchisees. Applicant No. 2 is engaged in the business of providing assets on lease rentals and Applicant No. 4 is engaged in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and effective utilisation of valuable resources which will enhance the management focus thereby leading to increase in operational and management efficiency; integrate business functions; eliminate duplication and rationalization of administrative expenses. (c) Greater efficiency in cash management of the Transferee Company and unfettered access to cash flows generated by the combined businesses which can be deployed more efficiently to fund organic and inorganic growth opportunities to maximize shareholder value. (d) Synchronization of efforts to achieve uniform corporate policy, greater integration and greater financial strength and flexibility for the Transferee Company. (e) Better value creation for the shareholders of the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inted Date and shall be in accordance with Section 2(1B) of the Income Tax Act, 1961. 6. The learned Counsel for the Applicant Companies further submits that the Board of Directors of the Applicant Companies at their respective meetings held on 19th June, 2020 have approved the Scheme. The Appointed date fixed under the Scheme is 05.09.2019. 7. That there are 7 (Seven) Equity Shareholders holding 100% of the issued, subscribed and paid up Share Capital in the Applicant No. 1. The Applicant No. 1 has procured the consent affidavits, agreeing to the Scheme from all the Equity Shareholders of the Applicant No. 1, annexed as Annexure "K1 to K7" to the Application. 8. That there are 2 (Two) Equity Shareholders holding 100% of the issued, subs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. In view of the fact that the Applicant No. 2 has obtained consent affidavit from its sole Preferential Shareholder, the meeting of the Preferential Shareholder of the Applicant No. 2 is hereby dispensed with. 14. The Counsel submits that there is 1 (One) Secured Creditor each in Applicant No.1 and Applicant No. 2. There are 430 (Four Hundred and Thirty) Unsecured Creditors in Applicant No. 1 and 10 (Ten) Unsecured Creditors in Applicant No. 2. 15. There are no Secured Creditors in Applicant Nos. 3 and 4. There are 67 (Sixty-seven) Unsecured Creditors in Applicant No. 3 and 108 (One Hundred and Eight) Unsecured Creditors in Applicant No. 4. 16. The Counsel for Applicants submits that the Scheme is an arrangement between the Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be presumed that the Authorities have no objection to the Scheme. b. The Applicant No. 1, Applicant No. 2 and Applicant No. 3 shall serve notice of Application along with a copy of the Scheme upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Act. The Tribunal hereby appoints M/s. K. K. Naulakha & Co., Chartered Accountants having address at 101, Yusuf Building, 43, M. G. Road, Flora Fountain, Fort, Mumbai-400001, [Contact: 022-22852300/10/20, Email: [email protected]] with remuneration of Rs. 2,00,000/- (Rupees Two lakh only) to assist the Official Liquidator in scrutinizing the books of Accounts of the Applicant No. 1, Applicant No. 2 and Applicant No. 3. The Official Liquidator shall submit its ..... X X X X Extracts X X X X X X X X Extracts X X X X
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