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TMI Blog2021 (9) TMI 487X X X X Extracts X X X X X X X X Extracts X X X X ..... res therein referred to, IT IS ORDERED THAT: 1. The Court is convened by Video Conference on today (05.08.2021). 2. The Counsel for the Applicant Companies states that the present arrangement under section 230 to 232 of the Companies Act, 2013 is the Scheme of Merger by Absorption of Samarjit Investments Private Limited (First Transferor Company) and Samarjit Estates Private Limited (Second Transferor Company) and Pama Properties Private Limited (Third Transferor Company) and Sasmita Properties Private Limited (Fourth Transferor Company) and New Ambi Trading and Investments Private Limited (Fifth Transferor Company) and Ibrox Estates Private Limited (Sixth Transferor Company) and Sasmita Realties Private Limited (Seventh Transferor Company) with Niwas Residential and Commercial Properties Private Limited (Transferee Company) and their respective Shareholders, While the Transferor Companies are having Jurisdiction with this Bench of the Tribunal and While, the Transferee Company is having Jurisdiction with Chennai Bench of this Tribunal. 3. The Learned Counsel further submits that the First Applicant Company is engaged in the business of an investment company and to purchas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, leather, rubber goods, machinery and its components etc and also to carry on the business as the investors in securities, land, property etc and to undertake financial business, underwriting, to subscribed conditionally or unconditionally or deal and convert stock, shares securities. 8. The Learned Counsel further submits that the Sixth Applicant Company is engaged in the business of as travel, tourists and booking agents or contractors and to carry and arrange transportation for passengers, live-stock or goods, in any manner and various other facilities needed by tourists, travelling public, passengers etc and to manage land, buildings and other properties belonging to company or not and to collect rent and income from the same. 9. The Learned Counsel further submits that the Seventh Applicant Company is engaged in the business of development of properties of land, flats, maisonettes, Industrial estates, dwelling etc and any such other immovable properties and for these purpose to purchase, lease, acquire, hold any land or buildings of any tenure and to alter, improve decorate furnish and maintain flats, dwellings, industrial estate and conveniences of all kinds and to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is ₹ 1,71,700/- divided into 17,170 Equity Shares of ₹ 10/- each fully paid-up. f) The Authorised Share Capital of the Sixth Applicant Company is ₹ 6,30,00,000/- divided into 63,00,000 Equity Shares of ₹ 10/- each. Issued, Subscribed and Paid-up Share Capital of the Third Applicant Company is ₹ 6,29,79,470/- divided into 62,97,947 Equity Shares of ₹ 10/- each fully paid-up. g) The Authorised Share Capital of the Seventh Applicant Company is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each. Issued, Subscribed and Paid-up Share Capital of the Third Applicant Company is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each fully paid-up. 13. The Learned Counsel for Applicants submits that the Applicant Companies/Transferor Companies are the wholly-owned subsidiary of the Transferee Company, the entire paid up equity share capital of the Transferor Companies is held by the Transferee Company directly/indirectly along with its nominee therefore no consideration shall be payable pursuant to the Merger by Absorption of the Transferor Companies with the Transferee Company, and the shares held by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors of the First Applicant Company is annexed as Annexure L1 to the Company Scheme Application. 18. The Transferee Company itself, constituting 100% of the total outstanding amount have given its consent to the Proposed Company Scheme by way of affidavit annexed as Annexure L2 to the company application. In view of this, the meetings of the Unsecured Creditor of the First Applicant Company deserve to be dispensed with accordingly, the meeting of Unsecured Creditors of the First Applicant Company is hereby dispensed with. 19. The Counsel for the Applicant Companies submits that the Second Applicant Company has 2 Unsecured Creditors amounting to ₹ 91,30,000/- (Rupees Ninety-One lakh thirty thousand) as on 15th day of March, 2021. List of Unsecured Creditors of the Second Applicant Company is annexed as Annexure N1 to the Company Scheme Application. 20. The Unsecured Creditors, which is the Transferee Company itself having outstanding amount of ₹ 91,00,000/- constituting 99.67% has given its consent to the Proposed Company Scheme by way of affidavit annexed as Annexure N2 to the company application. In view of this, the meetings of the Unsecured Cre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecured Creditor as on 15th day of March, 2021, the Statutory Auditors vide their certificate certifying that there are Nil Unsecured Creditor as annexed in Annexure V to the Company Scheme Application. Therefore, the requirement of convening and holding such meeting of Unsecured Creditors of the Sixth Applicant Company does not arise. 27. The Counsel for the Applicant Companies submits that the Seventh Applicant Company has 4 Unsecured Creditors amounting to ₹ 54,12,77,930/- (Rupees Fifty-Four crore twelve lakh seventy-seven thousand nine hundred and thirty as on 15th day of March, 2021. List of Unsecured Creditors of the Seventh Applicant Company is annexed as Annexure X1 to the Company Scheme Application. 28. One of the Unsecured Creditors, which is the Transferee Company itself having outstanding amount of ₹ 54,07,03,200/- constituting 99.89% has given its consent to the Proposed Company Scheme by way of affidavit annexed as Annexure X2 to the company application. In view of this, the meetings of the Unsecured Creditors of the Seventh Applicant Company deserve to be dispensed with accordingly, the meeting of Unsecured Creditors of Seventh Applicant Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30 days of the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme. 30. The Tribunal is appointing, M/s. G.D. Bangard and Co., Chartered Accountants, having their office at A-1/401, Gangotri Sadhan CHS Ltd., Main Link Road, Bangur Nagar, Goregaon (West), Mumbai-400104 Contact No. 9821051530/22067576/28713531, email id: [email protected] are appointed to assist the Official Liquidator to scrutinize the books of accounts of the Transferor Companies for the last five (5) years. The fee of the Chartered Accountant is to be fixed at ₹ 2,00,000/- along with applicable taxes for the services rendered. 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 respective Transferor Companies. 31. The Applicant Companies shall host the notices directed h ..... X X X X Extracts X X X X X X X X Extracts X X X X
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