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TMI Blog2021 (10) TMI 854X X X X Extracts X X X X X X X X Extracts X X X X ..... ation allowed. - CA (CAA)-94 (ND)/2021 - - - Dated:- 1-10-2021 - P.S.N. Prasad, Member (J) And Hemant Kumar Sarangi, Member (T) For Appearing Parties : Ananya Madhusudan, Kaushiki, Hemlata Rawat, Ayushmaan Vatsyana, Advocates and Vinod, CA ORDER P.S.N. Prasad, Member (J) 1. This is a joint application, filed by the applicant companies herein, M/s. Associated Container Terminals Limited ( for brevity Applicant Company-1/Demerged Company ), M/s. Joshico Logistics and Infrastructure Private Limited, ( for brevity Applicant Company-2/Resultant Company ), under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company is ₹ 10,00,000/- and the Paid-up Share Capital is ₹ 1,00,000/- 5. The Demerged Company as well as the Resulting Company have filed their respective Memoranda and Articles of Association, inter alia, delineating their object clauses, as well as their last Audited Annual Accounts, for the financial year ending 31.03.2020. 6. The Applicant companies, vide their respective meeting of the Board of Directors, held on 17.02.2021, have approved the proposed Scheme of Arrangement, as contemplated above. Copies of said resolutions, passed in the said board meetings have been placed on record. 7. It is submitted that the Demerged Company is having 7 Equity Shareholders, and all of them have given their respective consents, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en fully paid as on the date of issuance of certificate by the Chartered Accountant. Thus, the Resulting Company has Nil Unsecured Creditors. Certificate from the Chartered Accountant certifying NIL Unsecured Creditors is annexed. In relation to the Equity shareholders, it seeks dispensing with holding/convening of the meetings, as their consent affidavits are placed on record. Since there are no Secured Creditors and Unsecured Creditors therefore the necessity of convening/holding their meeting does not arise. 9. The Certificate by the Respective Company Auditors, stating that accounting treatment specified in the scheme of Arrangement, between Applicant Company No. 1 and Applicant Company No. 2, is in conformity with the Accounting Sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs, therefore the necessity of convening a meeting does not arise. 11. Notice of this application shall also be served on the following: (i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003; (ii) Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019; (iii) Official liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi-110001; (iv) Income Tax Department, Income Tax Office, Additional Commissioner of Income Tax, Special Range 4, Central Revenue Building, IP Estate, New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN, ward numbers and assessing officers so that timely and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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