TaxTMI 
TaxTMI 
TaxTMI 
2020 (9) TMI 126
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....ly, Prerna Infrastructure P. Ltd. ("hereinafter referred as transferor company") is primarily engaged in the business of acquiring, altering, buying, dealing, selling, hire, allow, occupy, control, maintain, operate, any leasehold and freehold lands, movable or immovable properties and applicant-company No. 2, namely, Aditya Timpack P. Ltd. ("hereinafter referred as transferee company") is engaged in the business of manufacturing, importing, exporting, buying, selling, trading, processing, cutting, pressing, finishing, polishing and dealing in all kind of articles foe packing and in particular wooden boxes, teakwood boxes, plastic and rubber boxes industrial and household and consumer goods product in packing. Both transferor company and transferee company are collectively referred to as the private limited companies. 3. The registered offices of both the applicant-companies are situated in the State of Gujarat and are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 4. It is stated by the applicant-companies that proposed amalgamation of the applicant-transferor company with the applicant-transferee company pursuant to this scheme shall be in the....
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....that subsequent to the above date and till the date of filing the scheme, there is no change in the issued, subscribed and paid-up capital of the applicant-transferor company. The board of directors of the applicant-transferor company approved the scheme of amalgamation by passing a resolution in its meeting, a copy of the board resolution dated February 25, 2019 is annexed as annexure 3 at page 77 of the application. 7. The applicant-transferee company was originally incorporated as Registrar of Companies, Gujarat under the provisions of the Companies Act, 1956. The applicant-transferee company has annexed with the application, a copy of the memorandum and articles of association of the applicant-transferee company at pages 53-74. The authorised share capital of the applicant-transferee company is Rs. 3,75,00,000 and paid-up capital is Rs. 3,63,60,000 as on September 30, 2019. The applicant-transferee company has annexed with the application, a copy of the audited balance-sheet as at March 31, 2019 at page 100. It is stated by the applicant-transferee company that subsequent to the above date and till the date of filing the scheme, there is no change in the issued, subscribed and....
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....e to the applicant-companies. The applicant-companies do not meet the threshold limits relating to assets and turnover as mentioned in the Competition Act, 2002 for the purpose of combination and there is no other sectoral regulator regulating the affairs of the applicant-companies. 15. It is stated that proposed amalgamation is in the interest of share-holders, creditors and other stakeholders of both the companies. The rational for the scheme is described in paragraph 24 of the application. 16. It is stated that the transferor company is a closely held unlisted private company and has two equity shareholders. The equity shareholders have given their consent on affidavit approving the proposed scheme. The consent affidavit are annexed with the application and marked as annexure 6. The transferor company has no secured and unsecured creditors and the auditor certificate in this regard is annexed with the application and marked as annexures 7 and 8 respectively. It is prayed that the meeting of equity shareholder be dispensed with. Since there are no creditors, question of convening of meeting and/or dispensation of the meeting does not rise at all. 17. It is submitted that the t....
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....licant-transferee company at their respective or last known address either by registered post, speed post or by courier or by e-mail. The notice shall be sent to unsecured creditors as per annexure 14 of the application. (vi) At least one month before the date of meeting publication about convening and holding of the aforesaid meeting indicating the day, the date, the place and the time as aforesaid shall be made once in English daily Times of India and Gujarati daily, Gujarat Mitra having circulation in the area of registered office of the transferee company. The publication shall also indicate that the statement required to be furnished pursuant to section 102 of the Act, read with sections 230 and 232 of the Act and the prescribed form of proxy can be obtained free of charge at the registered office of the applicant-transferee company or at the office of Mr. Kunjal Dalal, Practising Company Secretary, 205, Pawanhans Complex, Behind Chamunda Restaurant, Subjail Charrasta, Ring Road, Surat-395 002 in accordance with the second proviso to sub-section (3) of section 230 and rule 7 of the Companies (CAA) Rules, 2016. (vii) Mr. Parsotambhai Tejalal Patel, or failing him Mr. Vasant....