2020 (2) TMI 1334

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....with its holding company namely Godrej Properties Limited ('GPL' or 'the Transferee Company') and their respective Shareholders ('the Scheme' or 'this Scheme'), 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 and Transferee Company in their meeting held on August 8, 2019 approved the Scheme. The Appointed Date fixed under the Scheme is April 5, 2019. 3. The Counsel for the Applicants further submit that the Transferor Company is a wholly owned subsidiary of the Transferee Company and entire share capital of these Transferor Company is owned and controlled by the Transferee....

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....n the Transferor Company which are annexed as Annexure - 'H1' and 'H2' to the Company Application. In view of the fact that the shareholders of the Transferor Company have given their consent affidavits the meeting of the Equity Shareholders of the Transferor Company is hereby dispensed with. 6. There are no Secured Creditor in the Transferor Company, therefore, conveying meeting and issue of notices to them does not arise. 7. The Counsel for the Transferor 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 a....

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.... to discharge their claims. Also, the net 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. 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 fo....

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....dator to scrutinize the books of accounts of the said Transferor Company for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of Rs.2,00,000/- for this purpose. If no representation / response is received by the 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 copy of scheme upon:- (i) concerned Income Tax Authorities within whose jurisdiction the A....