TaxTMI 
TaxTMI 
2016 (5) TMI 825
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....ting/merging/vesting of the same into the Transferee Company No-1, viz., Aniruth Green India Private Limited, as per the Scheme Annexure 3, as a going concern; (b). Demerger of the B-Unit business of the petitioner company and transmitting/merging/vesting of the same into the Transferee Company No - 2, viz., Aadhav Energy Tech Private Limited, as per the Scheme Annexure 3, as a going concern; (c). Demerger of the C-Unit business of the petitioner company and transmitting/merging/vesting of the same into the Transferee Company No - 3, viz., Apsara Power India Private Limited, as per the Scheme Annexure 3, as a going concern; (d). Reduction of paid-up preference share capital of the petitioner company from Rs. 7 crores to Rs. 3.85 cr....
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....e are no secured creditors in the petitioner company. The Chartered Accountant Certificate to that effect is filed as Annexure 6. The Petitioner Company has 4 long term unsecured creditors. The list of long term unsecured creditors is filed as Annexure 7. They have all given consent/No objection letters for the purpose of approving the said scheme of Arrangement for Demerger which are filed as Annexure 8. The petitioner company has seven equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure -11. The consent affidavit of the equity shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure 12. The petitioner company has five preference shareholders. The list of prefe....
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.... which, the A Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No.1, viz., Aniruth Green India Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.1 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition. (b) This Court, in Company Application No. 1057 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity shareholders of the Transferee company No.1 and also directed to file a petition fo....
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.... 6. The facts set out by the Transferee Company No.2 in its petition in C.P.No.462 of 2015, in nutshell, are set out here under:- (a) The Transferee Company No.2 was incorporated on 4.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of the Transferee Company No.2, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under which, the B Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No. 2, viz., Aadhav Energy Tech Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the....
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..../ Resulting Company No.3) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of C-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.3, namely M/s Apsara Power India Private Limited, as per the Scheme Annexure 3, as a going concern, with effect from the Appointed Date, viz., 12th September, 2015. 8. The facts set out by the Transferee Company No.3 in its petition in C.P.No.463 of 2015, in nutshell, are set out here under:- (a) The Transferee Company No.3 was incorporated on 10.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of the Transferee Co....
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..... The interest of the creditors of the Transferee company No.3 is not affected by virtue of the scheme of arrangement for demerger, rather, it will be beneficial to the equity shareholders. Hence, the Transferee Company No.3 has come up with the Company Petition in C.P.463 of 2015. 9. Common Affidavit in C.P.Nos. 460 to 463 of 2015 was filed by the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government, wherein it is stated that the Scheme protects the interest of all the employees of the of the demerged undertakings of the demerged company. Paragraph Nos.6 and 7 of the said affidavit are re-produced here under:- "6) It is respectfully submitted that as per section 5.8.1 of Para 5 of the....