9911796707
TMI Blog2021 (1) TMI 1129X X X X Extracts X X X X X X X X Extracts X X X X ..... (Transferee Company). 2. The Registered Offices of the Applicant Companies are situated in the State of Kerala and therefore they are within the jurisdiction of this Tribunal. 3. From the certificate of incorporation filed, it is evident that the Transferor Company was incorporated on 01.03.2002 under the name and style of Cochin Surfactants Private Limited and the Transferee Company was incorporated on 15.11.2004 under the name and style of M FAR Carbons Private Limited and its name was changed to the present name and style of Active Char Products Private Limited on 05.10.2006 under the Companies Act, 1956. 4. Affidavits in support of the application sworn for and on behalf of the Transferor Company by Shri Marghasahayam V. Srinivasan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hin Surfactants Private Limited (Transferor Company) with Active Char Products Private Limited (Transferee Company). 8. The Scheme of Merger and Board Resolutions passed on 08.07.2019 and 10.10.2019 by the Transferor Company and Transferee Company respectively approving the Scheme of Merger between the Transferor Company and Transferee Company have been produced. 9. The Audited Balance Sheets as on 31.3.2019 and unaudited balance sheets as on 30.09.2019 of the Transferor Company as well as Transferee Company have been produced. 10.The Statutory Auditors report dated 18.09.2019 submitted by M/s. Poly Varghese & Company, Chartered Accountants with respect to the Transferor Company and Statutory Auditors report dated 13.09.2019 submitted by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The certificate issued by the Chartered Accountant stating that the Transferor Company does not have any Secured Creditors has been produced. (c) The certificate issued by the Chartered Accountant stating that the Transferor Company does not have any Unsecured Creditors has also been produced. 13. Active Char Products Private Ltd (Transferee Company) (a) There are Nine shareholders in the Transferee Company viz., Active Char Products Private Ltd. as per the certificate on record issued by the Chartered Accountant. Out of whom, six shareholders (79.99% in value) have attended the meeting convened by the Chairperson appointed by this Tribunal. As per the report of the Chairperson, all the above six shareholders (100% in value) have unani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I, the learned PCS for the Applicant Companies and thoroughly perused the whole documents attached with the Application including the Reports of the Chairperson appointed by this Tribunal. Taking into consideration of the application and the documents filed along with it, this Tribunal pass the following: ORDER A. In relation to the Transferor Company (CA(CAA)/19/KOB/2019): (i) As per the report of the Chairperson appointed by this Tribunal, the five out of six shareholders, who attended the meeting and constitute 94% of the total shareholders, have unanimously supported the resolution for approving the Composite Scheme of Amalgamation and Arrangement of the Applicant Companies. The report of the Chairperson is accepted and taken o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicant Companies. The report of the Chairperson is accepted and taken on record. C. The Applicant Companies shall individually send notice to the Central Government, Income Tax Authorities, Registrar of Companies, Official Liquidator and other sectoral regulators who may have significant bearing on the operation of the Applicant Companies along with copy of required documents and disclosures required under the provisions of Companies Act. 2013 read with Companies (Compromises Arrangements and Amalgamations) Rules. 2016. D. The aforesaid directions are to be complied with by the Applicants strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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