9911796707
TMI Blog2020 (9) TMI 516X X X X Extracts X X X X X X X X Extracts X X X X ..... that the present Scheme is a Scheme of Amalgamation of Polyplast Agencies (India) Private Limited (First Transferor Company) and Poly-Resin Agencies (India) Limited (Second Transferor Company) and Resin Distributors Limited (Third Transferor Company) and Silvassa Polyplast (India) Private Limited (Fourth Transferor Company) with Tufropes Private Limited (Transferee Company) and their respective shareholders. 3. Learned Counsel for the Applicant Companies further submits thatthe First Applicant Company is engaged in the business of Agency commission business along with Investment and Rent income. The Second Applicant Company is engaged in the business of Depot Management Service along with Investment income. The Third Applicant Company is e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sel for the Applicant Companies further submit that in the First Applicant Company there are two Equity shareholders. Both the Equity shareholders have given their consent affidavits which are annexed as Annexure N2 to the Application. Learned Counsel for the Applicant Companies further submit that in the Second Applicant Company there are seven Equity shareholders. All the seven equity shareholders have given their consent affidavits which are annexed as Annexure O2 to the Application. Learned Counsel for the Applicant Companies further submit that in the Third Applicant Company there are seven Equity shareholders. All the seven equity shareholders have given their consent affidavits which are annexed as Annexure P2 to the Application. Lea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ockdown owing to the Covid-19 pandemic, notice to creditors be given by email to all the creditors. It shall be the responsibility of the Applicant Companies to ensure that every creditor is put on notice regarding the Scheme, so that they may take an informed decision thereon. 10. The Applicant Companies respectfully submits that: (a) Being a merger of wholly owned subsidiary companies into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of members of the Transferee Company are not affected since there will be no issue of shares pursuant to the Scheme and there would be absolutely no change in the equity share capital of the Transferee Company. Also, the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in CSA No. 396/2019 in JSW Logistic Infrastructure Private Limited, in CSA No. 1611/2019 in CEAT Specialty Tyres Limited, in CSA No. 3123/2019 in JAI Corp Limited and in CSA No. 4149/2019 in Godrej Properties Limited and CSA No.634/2020 in Asian Paints Limited. The Counsel for the Transferee Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders and creditors of the Transferee Company is required to be convened. This Bench is of the view that the meeting of the equity shareholders and creditors of the Transferee Company can be dispensed with since all the Transferor Companies are wholly-owned subsidiary of the Transferee Company. The Counsel for the Applicant Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt, Bombay, pursuant to section 230(5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 216. M/s. Anand Jain & Associates, Chartered Accountants having their office at No.46, MuljiJetha Building, 185/187, Princess Street, Mumbai 400 002 [[Email: [email protected]; Tel: 022-22001747], are appointed to assist the Official Liquidator to scrutinise the books of accounts of the Transferor Companies for the last five years. The fees of the Chartered Accountant are fixed at Rs.75,000/- (Rupees seventy-five thousand only).. If no representation is received by the Tribunal from Official Liquidator, High Court, Bombay, within a period of thirty days from the date of receipt of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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