2019 (9) TMI 1398

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.... holding company namely Jai Corp Limited ('JCL' or 'the Transferee Company') AND their respective Shareholders, under the provisions of Sections 230 to 232 of the Companies Act, 2013. 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 August 21, 2019; and Board of Directors of the Transferee Company in their meeting held on August 21, 2019 approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2019. 3. The Counsel for the Applicants further submits the Introduction and Rationale for the Scheme of Merger (by Absorption): - Jai Realty Ventures Limited The Transferor Company is engaged i....

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.... the Equity Shareholders. 5. That the meeting of the Sole Preference Shareholder of the Transferor Company be dispensed in support of Company Application, inter-alia stating therein that there is One (1) Preference Shareholder in the Transferor Company and that the Transferor Company having procured the written consent affidavit from the Sole (1) Preference Shareholder in the Transferor Company which is annexed as Annexure - 'K' to the Company Application. In view of the above, the Transferor Company seeks for direction from this Hon'ble Tribunal to dispense with holding of meeting of the Sole Preference Shareholder. 6. There are no Secured Creditor in the Transferor Company, therefore, conveying meeting and issue of notices to them d....

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....o 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. 9. 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 of ratio laid down by this Tribunal in CSA No 243 of ....

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....Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/ objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 11. The Applicant Companies are accordingly directed to serve notices along with the documents as mentioned (a) the draft of the proposed terms of the Scheme drawn up and adopted by the Board of Directors; (b) confirmation that a copy of the draft Scheme has been filed with the Registrar; (c) a report adopted by the Directors of the Applicant Companies explaining the effect of the amalgamation on each class of shareholders, key managerial ....