TaxTMI 
TaxTMI 
2019 (6) TMI 1382
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.... is filed by the applicant Companies herein, namely Alovera Tradelink Private Limited (for brevity "Transferor Company No. I "), Destiny Exim Private Limited (for brevity "Transferor Company No. 2"), Dove Creations Private Limited (for brevity "Transferor Company No. 3"), Duggal Tex Private Limited (for brevity "Transferor Company No. 4"), Archid Products Private Limited (for brevity "Transferor Company No. 5"), Chunri Prints Private Limited (for brevity "Transferor Company No. 6") Kolaveri Textile Private Limited (for brevity "Transferor Company No. 7"), Paneri Textiles Private Limited (for brevity "Transferor Company No. 8"), Vesta Tex Private Limited (for brevity "Transferor Company No. 9 ") Seasons Agro Chem India Private Limited (for brevity "Transferor Company No. 10") and Ostwal Phoschem (India) Limited (for brevity "Transferee Company") under Sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is a....
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.... the applicant companies as on date which are as follows; Sr. No. Name of the Company No. of Shareholder No. of Secured Creditors No. of Unsecured Creditors 1. Alovera Tradelink Private Limited (Transferor Company No. 1) 11 NIL NIL 2. Destiny Exim Private Limited (Transferor Company No.2) 9 NIL NIL 3. Dove Creations Private Limited (Transferor Company No.3) 7 NIL NIL 4. Duggal Tex Private Limited (Transferor Company No.4) 8 NIL NIL 5. Archi Products Private Limited (Transferor Company No.5) 9 NIL NIL 6, Chunri Prints Private Limited (Transferor Company No.6) 9 NIL NIL 7. Kolaveri Textile Private Limited (Transferor Company No. 7) 8 NIL NIL 8. Paneri extiles Private Limited (Transferor Company No.8) 7 NIL NIL 9. Vesta (Trans Tex Private Limited Transferor Company No.9) 4 NIL Nil 10 Season Agro Chem India Private Limited (Transferor Company NO.10) 11 1 17 11. Ostwal Phoschem (India) Limited (Transferee Company) 119 2 147 The applicant contends that all the equity shareholders, secured creditors and unsec....
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....p;Rs. 5,90,260/- divided into 59,026 equity shares of Rs. 10/- each UI 7120RJ2012PTC062864 4. Duggal Tex Private Limited. 07.06.1995 Rs. 15,00,000/- divided into 1,50,000 equity shares of Rs. 10/each Rs. 11,10,770/- divided into 1,11,077 equity shares of Rs. 10/each UI 7119RJ1995PTC062997 5. Archid Products Private Limited 26.09.2018 Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/each Rs. 39,60,800/- divided into 3,96,080 equity shares of Rs. 10/each. U15400RJ1988PTC063004 6. Chunri Prints Private Limited 02.07.1996 Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/each Rs. 5,94,650/- divided into 59,465 equity shares of Rs. 10/- each. U72200RJ1996PTC062862 7. Kolaveri Textile Private Limited 19.01.2012 Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/each Rs. 5,98,450/-divided into 59,845 equity shares of Rs. 10/- each UI 7120RJ2012PTC062998 8. Paneri Textiles Private Limited 14.06.1994 Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each Rs. 5,93,400/- divided into 59,340 equity shares of Rs. 10/- each. UI 711....
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....ror Company: i) With respect to Equity Shareholders: It is stated that an affidavit of directors of respective Transferor companies on behalf of all the equity shareholders are filed. It is seen that applicant has failed to file individual consent affidavit of all the Equity Shareholders of Transferor Companies. Thereby this Tribunal is of the view that a meeting of equity shareholder of the Transferor Companies is required to be held. (ii) With respect to Secured Creditors Since it is represented by the Transferor Companies that there is only one Secured Creditor in the Transferor No. 10 Company whose consent affidavit have been obtained and is placed on record. It is also represented that Transferor No. 1-9 companies has no secured Creditor. Therefore, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the schemes dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferor Companies that there are no unsecured Creditor in the Transferor No. 1-9 Companies, therefore, their meetings are not required to be called for and in relation to Transfer....
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....reholder of Transferor No. 4 company at 2:00 P.M on 09.08.2019. (e) Meeting of the equity shareholder of Transferor No. 5 company at 3:00 P.M on 09.08.2019. (f) Meeting of the equity shareholder of Transferor No. 6 company at 4:00 P.M on 09.08.2019. (g) Meeting of the equity shareholder of Transferor No. 7 company at 10:00 A.M on 10.08.2019. (h) Meeting of the equity shareholder of Transferor No. 8 company at 11:00 A.M on 10.08.2019. (i) Meeting of the equity shareholder of Transferor No. 9 company at 12 noon on 10.08.2019, (j) Meeting of the equity shareholder of Transferor No. 10 company at 2:00 P.M on 10.08.2019. (k) Meeting of the equity shareholder of Transferee company at 3:00 P.M on 10.08.2019. The venue of the meetings shall be at the respective registered office of the Applicant Companies. The quorum for the meeting of equity shareholders respectively shall be 25 % in both value terms and as well number wise: - (i) In case the quorum as noted above for the above meetings of the respective Applicant Companies are not presenthat the meeting, then the meetings shall be adjourned by half ....