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TMI Blog2019 (4) TMI 2007X X X X Extracts X X X X X X X X Extracts X X X X ..... esent Scheme is a Scheme of Merger by Absorption of wholly owned subsidiary namely, ATC Infrastructure Services Private Limited (Transferor Company) by the holding company namely ATC Telecom Infrastructure Private Limited (Transferee Company) and their respective shareholders under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Companies further submits that the Applicant Companies are engaged in providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India. 3. The Counsel for the Applicant Companies further submits that the proposed merger will be beneficial to the Transferor Company, the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed with. 7. The Second Applicant Company respectfully submits that: a) The Transferee Company, holds 100% stake in the Transferor Company; b) Since it is a merger of a wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. The proposed Scheme will not result in any dilution in shareholding of the Transferee Company; 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) Further, the net worth of the Transferee Company is positive. The assets of the Transferee Company are more than sufficient to discharge its liabilities; e) Further, there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders, no meeting of the Creditors is require to be convened as the present scheme is an arrangement between the Applicant Companies and their respective Shareholders as contemplated under the provisions of Section 230(1)(b) of the Companies Act 2013. This bench hereby directs the First Applicant Company to issue notice to all its Unsecured Creditors having value of ₹ 1,00,00/- or more by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose email addresses are duly registered with their respective Applicant Companies for the purpose of receiving such notices by email), at their last known address as per the records of the First Applicant Company. 11. That the First Applicant Company is direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 13. The First Applicant Company is also directed to serve notice along with a copy of the Scheme upon the Official Liquidator, attached to High Court, at Ahmedabad. M/s Kisan M Mehta Co. Chartered Accountant having their office at 6th floor, Premchand House, Annexe building, behind ICICI Bank , Opp. Sales India Near Old High Court, Ashram Road, Ahmedabad- 9 are appointed to assist the Official Liquidator to scrutinize the books of accounts of the First Applicant Company for the last three years. The fees of the Chartered Accountant is fixed at ₹ 2,00,000/-. The Official Liquidator may submit his represe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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