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TMI Blog2021 (1) TMI 1192X X X X Extracts X X X X X X X X Extracts X X X X ..... oposed to be transferred to and vested in the Transferee Company. A copy of the resolution passed by the Board of Directors of the Transferee Company and the Transferor Company, approving the Scheme of Amalgamation is also annexed with the application marked as Annexure C . 2. The Applicants in the present Company Application have narrated about the rational of the proposed company scheme, which are being reproduced below: RATIONAL OF THE SCHEME a) The Applicant Companies are carrying on business activities under the management of the same family/group, therefore it would be beneficial for the Transferor Company to merge in the Transferee Company. b) Further, the majority shares of the Applicant Companies are held by the same family/group, thereby having common control. Hence, Amalgamation of these Companies will be convenient for the Company to operate as a combined entity. c) The management of the Companies has examined the relative business strengths and the potential commercial and other synergies of the consolidated entity and, accordingly, the possibility of consolidating their businesses under a single entity was mooted. d) The amalgamation is exp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oap detergents, biscuits, surgical diagnostics medical pulses, leather garments etc. To carry on business of rendering consultancy and advisory services in respect of Foreign Exchange, International Financial Services and all related aspects thereof. Sl.no B Transferee Company SHREE SHYAM TEA PRIVATE LIMITED B1 Shares Authorized Share Capital of ₹ 90,00,000/- and Issued, Subscribed and Paid-up Capital of ₹ 87,85,000/- B2 Objects of Company (In Brief) To promote the formation and mobilization of capital, to manage capital savings and investment , to carry on the business of a leasing company hire purchase company, finance company, to undertake all types of leasing and hire purchase business related to all kinds of machinery, plant, equipment, ships, vehicles etc To carry on business as advisers and/or consultants on matters and problems relating to the import, export, industries, administration, management, organization, accountancy, costing, financial, marketing, ta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atutory Authorities by inviting their response/comments/objection, if any, to the proposed Company Scheme. 9. Having heard the learned counsel for the Applicant Companies and by perusal of the records, we feel that the prayer as being sought for by the Applicant companies appear to be reasonable and bona fide. The present company Applications deserve to be allowed. Accordingly, it is allowed in terms of its prayer clause with following directions:- i. Meetings of the equity Shareholders of VANRAJ SUPPLIERS PRIVATE LIMITED, the applicant transferor Company and SHREE SHYAM TEA PRIVATE LIMITED the Applicant Transferee Company are hereby dispensed with, in the light of the consent letters on affidavit, placed on record. The list of Shareholders of all the Applicant Companies along with Affidavits from individual shareholders of the Applicant Companies, giving their consents to the proposed Scheme of Amalgamation is annexed as Annexure I . ii. Since there is NIL Secured and Unsecured Creditors of the Applicant Transferor Company as per the certificates of the auditors of the Company for NIL Secured and Unsecured Creditors annexed and marked as Annexure F , its meetings are di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omani Learned PCS; Contact number. +919051441471 and e-mail id: [email protected]) for the applicants in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. viii. Mrs. Usha Daga, Director of the transferee company shall be the Chairperson, of the said meeting of Unsecured Creditors of the Applicant Transferee Company to be held on 15th March, 2021 or be held soon thereafter on a convenient date time but not later than 19th March, 2021. ix. The Chairperson for the meeting Mrs. Usha Daga may appoint any suitable person as the scrutinizer for the meeting to be convened. x. The Chairman for the aforesaid meeting shall issue advertisements and send out notices of the said meeting referred to above. The Chairman is free to avail the services of the Applicant Company or any agency for carrying out the aforesaid directions. The Chairman of the meeting shall have all powers under Article of Association of the Applicant Company and also under applicable rules, including the power for deciding any procedural questions, that may arise at the meeting, amendment(s) to the aforesaid meeting by any person(s); and to ascert ..... X X X X Extracts X X X X X X X X Extracts X X X X
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