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TMI Blog2021 (2) TMI 164X X X X Extracts X X X X X X X X Extracts X X X X ..... uparthi, Member (J) 1. The Court convened by videoconference today. 2. The Counsel for the Applicant states that the present Scheme of Amalgamation of wholly owned subsidiary namely, Godrej Landmark Redevelopers Private Limited ( the Transferor Company ), with its holding company namely Godrej Projects Development Limited ( the Transferee Company ) and their respective Shareholders ( the Scheme or this Scheme ), under the provisions of Sections 230 to 232 of the Companies Act, 2013. 3. The Counsel for the Applicant Companies states that the resolutions passed by the Board of Directors of the respective Transferor Company and Transferee Company in their meeting held on August 02, 2020 approved the Scheme. The Appointed Date fixed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Transferor Company having procured the written consent affidavits from all the Two (2) Equity Shareholders in the Transferor Company which are annexed as Annexure J1 and J2 to the Company Application. In view of the fact that the shareholders of the Transferor Company have given their consent affidavits the meeting of the Equity Shareholders of the Transferor Company is hereby dispensed with. 7. There are no Secured Creditor in the Transferor Company, therefore, conveying meeting and issue of notices to them does not arise. 8. The Counsel for the Transferor Company further submits that the present Scheme is an arrangement between Transferor Company, Transferee Company and their respective shareholders as contemplated under sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... claims and the assets of the Transferee Company, post amalgamation, will be more than sufficient to discharge their claims. Also the net worth of the Transferee Company is and will continue to remain highly positive postmerger; c. The existence of the Transferee Company will remain as before without any change either to its shareholding pattern or debt position pursuant to the Scheme; d. No undertaking of the Transferor Company is being parted away or being disposed-off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. 9. The Counsel for the Second Applicant / Transferee Company submits that in view of above, no reconstruction or arrangement happens with its shareholders or creditors, and thus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Circle 1(1)(1), Mumbai, having PAN No. AAECG6540Q, and for the Transferee Company, Circle 1(1)(1), Mumbai, having PAN No. AAECG0366L, (ii) the Central Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Real Estate Regulatory Authority and any other applicable regulatory authority pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies, fa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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