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TMI Blog2022 (3) TMI 365X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme ). 3. The Learned Counsel for the Applicant Companies submits that the First Applicant Company is engaged in the business of advisers and consultants for selection and recruitment of offices and/or administrative, managerial, supervisory technical and other personnel and generally to carry on business of industrial business and personnel consultants. 4. The Learned Counsel for the Applicant Companies submits that the Second Applicant Company is a leading provider of payment processing and transaction automation solutions, services and networks that help organizations handle large transaction volumes effectively and efficiently. 5. The Learned Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies in their respective meetings held on 27th Day of December 2021 have approved the proposed Scheme with the Appointed Date as 1st day of October, 2021. The Board Resolution approving the Scheme for the First Applicant Company and Second Applicant Company are annexed as Annexure C1 and Annexure C2 respectively to the Company Scheme Application. 6. The Appointed Date for the Composite Scheme of Arrangement is 1st day of Octobe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Transferee Company in its books of accounts. The proposed reduction of share capital would enable Transferee Company to have a right capital structure commensurate with its business and assets and would have a positive impact on the key financial ratios such as return on capital employed, return on net worth, etc. The proposed reduction of share capital would enable Transferee Company to attract investors as reduction of share capital would improve dividend paying ability of FTL. The proposed reduction of share capital does not affect Transferee Company s ability in future to increase its share capital and/or raise fund through borrowings. The proposed reduction of share capital would improve the future earnings per share for the shareholders and will reflect true value of their investments in FTL. The proposed reduction of share capital is not likely to cause any prejudice to the creditors of the Transferee Company. The creditors will not be adversely affected by the proposed reduction as there will not be any reduction in the amount payable to any of the creditors and no compromise or arrangement is contemplated and Transferee Company will have assets i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Company, for the purpose of considering and, if thought fit, approving the proposed Scheme with or without modification(s) is hereby dispensed with. 11. The Learned Counsel for the Applicant Companies submits that as on 31st day of December 2021, there are 7 (Seven) equity shareholders and 5 (Five) Preference shareholders in Second Applicant Company, all the Equity and Preference Shareholders of the Second Applicant Company have given their consent in writing to the proposed Scheme. The Consent Affidavits of the Second Applicant Company are annexed to the Company Scheme Application. In view of the Consent Affidavits filed by all the Equity and Preference Shareholders of the Second Applicant Company, the meetings of the Equity and Preference Shareholders of the Second Applicant Company, for the purpose of considering and, if thought fit, approving the proposed Scheme with or without modification(s) are hereby dispensed with. 12. The Learned Counsel for the Applicant Companies submits that the First Applicant Company do not have any Secured Creditors, therefore, the question of convening and holding of the meeting of Secured Creditors of the First Applicant Company does ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Unsecured Creditors of the Second Applicant Company, for the purpose of considering and, if thought fit, approving the proposed Scheme with or without modification(s) are hereby dispensed with. However, the Second Applicant Company undertakes to serve notice of application to all its unsecured creditors as on 31st day of December 2021. The Auditor s Certificate verifying the list of Unsecured Creditors of the Second Applicant Company is annexed to Company Scheme Application. 16. The First Applicant Company is directed to serve notice upon the (1) Central Government through the office of Regional Director (Western region), Mumbai; (2) Registrar of Companies, Maharashtra, Mumbai; (3) Income Tax Authority within whose jurisdiction the First Applicant Company is assessed to tax, bearing PAN number AAACF7034J having IT ward jurisdiction ITO 1(1)(3), Aaykar Bhavan, Mumbai; (4) Official Liquidator, High Court Bombay and (5) GST Authority within whose jurisdiction the First Applicant Company is assessed to GST, bearing GSTIN 27AAACF7034J1ZM having jurisdiction Air India building, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises ..... X X X X Extracts X X X X X X X X Extracts X X X X
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