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TMI Blog2019 (8) TMI 1738X X X X Extracts X X X X X X X X Extracts X X X X ..... eme of Arrangement between Amura Marketing Technologies Private Limited and K2V2 Technologies Private Limited and their respective shareholders for demerger of Demerged Undertaking (Product business) of Amura Marketing Technologies Private Limited into K2V2 Technologies Private Limited. 2. K2V2 Technologies Private Limited is wholly owned subsidiary of the Amura Marketing Technologies Private Limited as the entire equity share capital of the K2V2 Technologies Private Limited is held by Amura Marketing Technologies Private Limited and its nominee. 3. The Representative for the Applicant Companies submits that the proposed Scheme of Arrangement was approved by the Board of Director of Amura Marketing Technologies Private Limited, the De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Technologies Private Limited will acquire the Product Business on going concern basis from Amura Marketing Technologies Private Limited. Amura Marketing Technologies Private Limited will focus on other commercial activities/businesses mainly Digital Marketing Business. Hence the demerger will ensure focused management attention and resources and skill set allocation 7. That the meeting of the Equity Shareholders of the Applicant Company 1 be dispensed with in view of the Applicant Company 1 having procured the written consent affidavits agreeing to the proposed Scheme of Arrangement from all the Five (5) Equity Shareholders constituting 100% of shareholding which are annexed as Annexure H-1 to the joint Company Scheme Application. In v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thirty days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company 1, failing which it shall be presumed that they have no objection to the proposed scheme. 10.That the Representative for the Applicant Company 2 submits that there are no secured creditors in the Applicant Company 2, as stated in paragraph 26 of the Company Scheme Application therefore the question of convening meeting of secured creditors and sending notices to the secured creditors does not arise. 11.That the Representative for the Applicant Company 1 submits that since the Scheme is an arrangement between the Applicant Company 1 and the Applicant Company 2 and their respectiv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions of Section 230(1)(b) of the Companies Act,2013. This bench hereby directs the Applicant Company 2 to issue notice to sole Unsecured Creditors, by speed post/courier or through email ( duly registered with the Applicant Company 2 for the purpose of receiving email) at their last known address as per the records of the Applicant Company 1 with a direction that they may submit their representations, if any, within period of thirty days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company 2, failing which it shall be presumed that they have no objection to the proposed scheme. 13. The Applicant Companies are directed to serve notice along with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Income Tax Authority within 30 days of the receipt of the notice it will be presumed that Income Tax Authority has no objection to Proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 16. The Applicant Company 2 having PAN- AAHCK5545Q is directed to serve notice along with copy of Scheme to the concerned Income Tax Authority, Income Tax Officer 6(1)(1) , Circle 2 PMT Building, Swargate, Pune 411 042 within whose jurisdiction the Applicant Company 2 s assessment are made, pursuant to Section 230(5) of the Companies Act, 2013 a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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