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TMI Blog2021 (1) TMI 986X X X X Extracts X X X X X X X X Extracts X X X X ..... Rule 6, wherever applicable, to (i) Central Government through the Regional Director, North Western Region, (ii) Registrar of Companies, (iii) concerned Income Tax Authorities, and (iv) the Official Liquidator (in case of First Applicant Company, the Transferor Company) stating that the representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed Scheme of Amalgamation. The aforesaid statutory authorities, who desire to make any representation under sub-section (5) of section 230 shall send the same to this Tribunal within a period of 30 days from the date of receipt of such notice, failing which it shall be deemed that they have no representation to make on the proposed Composite Scheme of Arrangement. Considering the consent affidavits as received from the equity shareholders, unsecured creditors of the Transferor No.2 and Transferee and secured creditor's consent of the Transferee and upon waiving their individual rights for attending the meeting for considering and if thought fit with or without modification the scheme of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company. The amalgamation of the conies would broaden the capital base of the resultant unit which can diversify into various other profitable businesses keeping in mind the changed economic and business conditions and opportunities in India. A larger company would generate more confidence amongst the persons dealing with the Company and will afford access to resources easily and at lower costs. The amalgamation will be advantageous to the Companies, their respective shareholders and all other concerned. 4. The Applicant Companies have submitted Scheme of Amalgamation and as per the Scheme, with effect from the Appointed Date, the entire business along with the assets and liabilities of the Transferor Company, shall pursuant to the provisions contained in Sections 230 to 232 and all other applicable provisions, if any, of the Act and Section 2(IB) of the IT Act, without any further act, deed, matter or thing, stands transferred and vested in and / or be deemed to be transferred to and vested in Transferee Company so as to become business, assets and properties of Transferee Company as a part and consequent upon the amalgamation. The Applicant Companies have annexed with the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Directors of the Second Applicant Company approved the Scheme of Amalgamation by passing a resolution in its meeting held on 06.12.2019. A copy of the Board Resolution is annexed with the application as Annexure-D (Collectively). 7. The Third Applicant Company was incorporated under the Companies Act, 1956 with the Registrar of Companies, in the state of West Bengal on 10th August, 2004. The Registered Office Shift to the State of Gujarat which was confirmed by the Regional Director's order dated 05.01.2018 and certificate came to be issued by the ROC, Ahmedabad on 7th February, 2018. The Third Applicant Company has annexed with the application, a copy of the Memorandum and Articles of Association of the Third Applicant Company as collectively at Annexure-A . The Authorized Share Capital of the Third Applicant Company is ₹ 2,00,000/-and the Paid-Up Share capital is ₹ 2,00,000/- The Third Applicant Company has annexed with the application, a copy of the audited balance sheet as collectively at Annexure-B . It is stated by the Third Applicant Company that subsequent to the above date and till the date of filing the Scheme, there is no change in the issued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve also submitted that: i. No notice is required to be issued to The Reserve Bank of India since none of the Applicant Companies are registered with the Reserve Bank of India and none of the Applicant Companies have non-resident shareholders. ii. No notice is required to be issued to The Competition Commission of India since the Applicant Companies do not meet the threshold relating to assets and turnover as mentioned in the Competition Act, 2002 for the purpose of combination; and iii. No other sectorial regulator or authority is likely to be affected by the Scheme. Accordingly, no notice is required to be served to any other sectorial regulator or authority. 13. It is stated by the applicant that the First Applicant Company has 6 (Six) Equity Shareholders and all the Equity Shareholders of First Applicant Company have given their consent, in writing, approving the Scheme of Amalgamation and waiving their right to convene and hold the meeting of Equity Shareholders of First Applicant Company. The consent affidavits of all the Equity Shareholders of the First Applicant Transferor are produced at pages 258 to 287 . In view of the consent affidavits given by the Equi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0,324/- out of which such 23 unsecured creditors in value of ₹ 12,01,92,480/- i.e 91.14% approved the scheme by tendering the consent affidavits. There is one secured creditor and such secured creditor gave its consent annexed at pages 551and 552 of the application. 17. The Applicant Companies shall in compliance with subsection (5) of section 230 and Rule 8 of the Companies (CAA) Rules, 2016, send a notice of meetings under subsection (3) of section 230 read with Rule 6 of the Companies (CAA) Rules, 2016 in Form No. CAA.3, along with a copy of the Scheme of Amalgamation, explanatory statement and the disclosures mentioned under Rule 6, wherever applicable, to (i) Central Government through the Regional Director, North Western Region, (ii) Registrar of Companies, (iii) concerned Income Tax Authorities, and (iv) the Official Liquidator (in case of First Applicant Company, the Transferor Company) stating that the representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed Scheme of Amalgamation. The aforesaid statutory au ..... X X X X Extracts X X X X X X X X Extracts X X X X
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