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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 ..... frastructure 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 Transferee Company, their respective shareholders and creditors, employees and other stakeholders and will have following benefits: a. enable consolidation of the business and operations of the Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any 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 is no compromise or arrangement with the members or the creditors of the Transferee Company. Therefore, the proposed Scheme of arrangement is not prejudicial to the interest of the shareholders or the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Rs. 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 directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority within whose jurisdiction the Applicant Companies' assessments are made (Pan No AACCT1282E) (ii) the Central Government ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... py 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 Rs. 2,00,000/-. The Official Liquidator may submit his representations, if any, within a period of thirty (30) days from the date of the receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the First Applicant Company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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