9911796707
TMI Blog2020 (9) TMI 362X X X X Extracts X X X X X X X X Extracts X X X X ..... i) Registrar of Companies, Maharashtra, Mumbai; (iii) Income Tax Authority within whose jurisdiction the Applicant Companies' assessments are made, complete with PAN of the Company concerned i.e. for Applicant No. 1 (PAN No: AAACI7165B) and for Applicant No. 2, (PAN No: AACCE6013C) Circle 14(1)(2), Mumbai; for Applicant No. 3 (PAN No: AABCK6887D) Circle 12(3)(1), Mumbai; and for Applicant No. 4 (PAN No.: AACCE2954N) Ward 14 (1)(4), Mumbai; pursuant to section 230(5) of the Act and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal within 30 days of the date of receipt of the notice it will be presumed that the Authorities have no objection to the Scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arding the Scheme, so that they may take informed decision thereon. d. The Applicant Companies shall file compliance report with the Registry on the directions given in this Order in lieu of customary affidavit of service, due to the prevailing lockdown, for proving service of notice on the regulatory authorities and the Creditors as stated above. - CA(CAA)/1043/MB-I/2020 - - - Dated:- 21-8-2020 - Hon'ble Janab Mohammed Ajmal, Member (Judicial) And Hon'ble Mr. V. Nallasenapathy, Member (Technical) For the Petitioner : Mr. Hemant Sethi i/b Hemant Sethi Co., Advocates ORDER Per: Janab Mohammed Ajmal, Member (Judicial) 1. The Bench is convened by videoconference today (21.08.2020). 2. The learned Counsel fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith a view to achieve the main objective of consolidation of business carried on by Transferor Companies and Transferee Company, it is desirable to merge the Transferor Companies into Transferee Company in this Scheme. 5. The learned Counsel for the Applicant Companies further submits the rationale for the scheme is as follows: (a) The arrangement shall provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the arrangement will enable optimal utilization of existing resources and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of all the Transferor Companies and Transferee Company. (b) Reducing managerial overlaps involved in operatin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of the Transferor Companies and the Transferee Company. (i) The Fourth Applicant Company/Transferee Company has certain outstanding Class A Equity Shares, Class B Equity Shares, and Class C Equity Shares. These Class A Equity Shares, Class B Equity Shares, and Class C Equity Shares shall no more be required after the Effective Date due to simplification of group structure. Therefore, and with the objective of providing exit to the holders of these shares, it is proposed to undertake reduction of capital of these Class A Equity Shares, Class B Equity Shares, and Class C Equity Shares at fair value, as an integral part of the Scheme. (j) The Merger of the Transferor Companies into the Transferee Company pursuant to and in accorda ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 4. The Applicant No. 4 has procured consent affidavits, agreeing to the Scheme, from all the Equity Shareholders of the Applicant No. 4, annexed as Annexure as Q1 to Q6 to the Company Scheme Application. 11. In view of the fact that the Applicant Companies have obtained consents affidavits from all their Equity Shareholders, the meetings of the respective Equity Shareholders of the Applicant Companies are hereby dispensed with. 12. It is further submitted that there is 1 (One) Preferential Shareholder in the Applicant No. 2 holding 100% of the issued, subscribed and paid up Preferential Share Capital of the Applicant No. 2. The Applicant No. 2 has procured consent affidavit, from the sole Preferential Shareholder agreeing to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ordered as follows. a. The Applicant Company shall serve the notice upon (i) Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai; (ii) Registrar of Companies, Maharashtra, Mumbai; (iii) Income Tax Authority within whose jurisdiction the Applicant Companies' assessments are made, complete with PAN of the Company concerned i.e. for Applicant No. 1 (PAN No: AAACI7165B) and for Applicant No. 2, (PAN No: AACCE6013C) Circle 14(1)(2), Mumbai; for Applicant No. 3 (PAN No: AABCK6887D) Circle 12(3)(1), Mumbai; and for Applicant No. 4 (PAN No.: AACCE2954N) Ward 14 (1)(4), Mumbai; pursuant to section 230(5) of the Act and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no res ..... X X X X Extracts X X X X X X X X Extracts X X X X
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