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TMI Blog2019 (5) TMI 1844X X X X Extracts X X X X X X X X Extracts X X X X ..... is a Scheme of Merger (by absorption) between Navjit Infrastructure Private Limited ( Transferor Company or the First Applicant Company ) with SamagraWealthmax Private Limited( Transferee Company or the Second Applicant Company ) (collectively hereinafter referred to as Applicant Companies ) and their respective Shareholders. This Scheme of Merger (by Absorption) is proposed to merge the Transferor Company with the Transferee Company without winding up of the former pursuant to the relevant provisions of the Companies Act, 2013. 2. The Counsel for the Applicant Companies further submit that the First Applicant Company is engaged in the business of erection and construction of buildings, houses and apartments and the Second Applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company ) with SamagraWealthmax Private Limited( Transferee Company ) and their respective Shareholders. 6. That at least one month before the said Meetings of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a Notice convening the said Meeting at the place, date and time as aforesaid, together with a copy of the Scheme, a copy of 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 and Amalgamations) Rule, 2016and the prescribed Form of Proxy, shall be sent by Air Mail/ Courier / Registered Post / Hand Delivery / Speed Post or through Email (to those Shareholders whose email addresses are duly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the First Applicant to be held at 5th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (E), Mumbai - 400057, Maharashtra on Monday, 24th day of June, 2019 at 10.00 a.m. or any adjournment or adjournments thereof. 10. That Mrs. Manisha Khetan, Director of the Second Applicant Company, and failing him, Mr. Kamal Khetan, Director of the Second Applicant Company shall be the Chairman of the aforesaid meeting of the Equity Shareholders of the Second Applicant to be held at 5th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (E), Mumbai - 400057, Maharashtra on Monday, 24th day of June, 2019 at 11.00 a.m.or any adjournment or adjournments thereof. 11. That the Chairman appointed for the aforesaid Meetings to issue the adverti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the Chairman of the Meetings shall determine the value for the purpose of the aforesaid Meetings and his decision in that behalf would be final. 15. That Mr. Veeraraghavan N., Practicing Company Secretary(Membership No.: 6911) having his office at 201,Gheewala Building, Opposite New India Co-operative Bank Ltd., M.P. Road, Mullins East, Mumbai - 400 081, is hereby appointed as Scrutinizer of the Meeting of the Equity Shareholders of the Applicant Companies proposed to be held on Monday, 24th day of June, 2019 at: For First Applicant Company: 5th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (E), Mumbai - 400057, Maharashtra For Second Applicant Company: 5th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (E), Mumbai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h copy of scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013. M/s. CAS Associates, Chartered Accountants are appointed to assist the Official Liquidator to scrutinize books of accounts of the First Applicant Company for the last 4 years. The First Applicant Company to pay fees of ₹ 20,000/- for this purpose. If no response is received by the Tribunal from Official Liquidator within thirty days of the date of receipt of notice, it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 20. The Counsel for the Applicant Companies submits that there are no Secured Creditors in the Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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