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TMI Blog2020 (10) TMI 1109X X X X Extracts X X X X X X X X Extracts X X X X ..... In view of the fact that the Applicant Companies have obtained consent affidavits from all their creditors, the meetings of the respective creditors of the Applicant Companies are hereby dispensed with as prayed for - Directions for various meetings to be convened issued - scheme sanctioned. - CA (CAA)/1050/MB-II/2020 - - - Dated:- 6-10-2020 - Hon'ble H. P. Chaturvedi : Member (Judicial) And Hon'ble Ravikumar Duraisamy : Member (Technical) For the Petitioner : Mr. Nishant Rana i/b. Zastriya, Attorneys Legal Consultants ORDER Per : Ravikumar Duraisamy, Member 1. The Bench is convened by videoconference. 2. The learned Counsel for the Applicant Companies state that the present Scheme is one of Arrangement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o.2 is ₹ 1,20,00,000/- divided into 1,20,000 Equity shares of ₹ 100/- each. The Issued, Subscribed and Paid-up Share Capital of the Transferor Company No.2 is ₹ 1,12,48,600/- divided into 1,12,486 Equity Shares of ₹ 100/- each. c) The Authorised Share Capital of the Transferee Company is ₹ 1,00,000/- divided into 10,000 Equity shares of ₹ 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Transferee Company is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each. 6. The learned Counsel for the Applicant Companies further submits the rationale for the scheme is as follows: a. Achieving operational and management efficiency; b. Consolidation and simplificatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d as fully paid for every 1 Equity share of ₹ 100/- each held in the Transferor Company No.2. 8. The present Scheme is an arrangement between the Transferor Company No.1, Transferor Company No.2 and their shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no Compromise and/or Arrangement with creditors as no sacrifice is called for. The rights of the creditors will not be affected at all. The copy of the Scheme is annexed as Exhibit- O1 to the Application. 9. That there are no secured creditors of Transferor Company No.1 as on date. There is (1) one unsecured creditor of the Transferor Company No.1 of ₹ 26,550/- (Rup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Transferor Company No.2 with the Transferee Company and their respective shareholders. b. The Applicant Companies shall atleast (30) clear days before the meeting of Equity Shareholders of the Applicant Companies issue notice to all the Equity Shareholders of the Applicant Companies by Courier/Registered Post/Speed Post/Hand Delivery at their last known address or through their registered Email for convening, holding and conducting the meeting of the Equity Shareholders of the Applicant Companies along with a copy of Scheme of Amalgamation and a copy of the statement disclosing all material facts as required under section 230(3) of the Companies Act 2013 read with rule 6 of the Companies (Compromises, Arrangements Amalgamations) Rule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany No.1, Transferor Company No.2 and Transferee Company and also under the Companies (Compromises, Arrangements Amalgamations) Rules, 2016 in relation to the conduct of the meetings, including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s). g. The Applicant Companies 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 Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X
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