2019 (3) TMI 1813

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.... Shareholders ('Scheme').The Counsel for the Applicants further submits that the present Scheme inter alia proposes merger of Transferor Company with the Transferee Company. 2. The Counsel for the Applicant Companies states that the resolutions passed by the Board of Directors of the respective Transferor Company in their meeting held on January11, 2019; and Board of Directors of the Transferee Company in their meeting held on January 11, 2019approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2018. 3. The Counsel for the Applicants further submits the Introduction and Rationale for the Scheme of Merger (by Absorption):- JSW Logistics Infrastructure Private Limited The First Applicant Company i....

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....irst Applicant Company and that the First Applicant Company having procured the written consent affidavits from all the Two (2) Equity Shareholders in the First Applicant Company which are annexed as Annexure - 'A1' to 'A2' to the additional Affidavit. In view of the above, the First Applicant Company seeks for direction from this Hon'ble Tribunal to dispense with holding of meeting of the Equity Shareholders. 5. The Counsel for the First Applicant Company further submits that the present Scheme is an arrangement between Transferor Company, Transferee Company and their respective shareholders as contemplated under section 230(1)(b) of the Companies Act, 2013 as there is no compromise or arrangement with any of the creditors and the right....

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.... worth of the Transferee Company is and will continue to remain highly positive post-merger; c. The existence of the Transferee Company will remain as before without any change either to its shareholding pattern or debt position pursuant to the Scheme; d. No undertaking of the Transferor Company is being parted away or being disposed-off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. 7. The Counsel for the Second Applicant/Transferee Company submits that in view of above, no reconstruction or arrangement happens with its shareholders or creditors, and thus, it does not require to hold either shareholders' meeting or creditors' meeting for approval of the proposed Scheme, in view ....

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....y; (e) a supplementary accounting statement, if any, if the last annual accounts of any of the merging companies relate to a financial year ending more than 6 months before the date of filing of Scheme with the Tribunal, upon:- (i) concerned Income Tax Authority with in whose jurisdiction the Transferee Company's assessments are made, (ii) the Central Government through the office of Regional Director, Western region, Mumbai, (iii) Registrar of Companies with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that t....