TaxTMI 
TaxTMI 
2019 (10) TMI 1300
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....ny) and their respective shareholders under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Companies further submits that the First Applicant Company is currently engaged in the business of manufacture of acrylic sanitary ware, liquid detergents and trading in building materials and the Second Applicant Company is currently engaged in the business of trading in building materials. 3. The Counsel for the Applicant Companies further submits that the Second Applicant Company has made an application to Reserve Bank of India on 25th April, 2018 for the grant of Certificate of Registration to carry on the business of Non-Banking Financial Institution without accepting deposits and the Certificate of Registration for the same was issued to the Second Applicant Company on 19th October, 2018 and as per the intimation dated 25th October, 2018 received from the Reserve Bank of India the Second Applicant Company was directed to ensure that the Financial Assets of the First Applicant Company i.e. Lombard Private Limited are liquidated within eight months from the grant of Certificate of Registration and the present merger will result in ....
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.... Merger by Absorption of Lombards Private Limited With Alco Company Private Limited and their respective shareholders. 8. That at least one month before the said Meetings of the Equity Shareholders of the First Applicant Company and the Second Applicant Company to be held as aforesaid, a notice convening the said Meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 and the prescribed Form of Proxy, shall be sent by hand delivery or by Courier or Registered Post or Speed Post or through Email (to those shareholders whose email addresses are duly registered with the First and Second Applicant Company for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the First and Second Applicant Company, at their last known address or email addresses as per the records of the Applicant Companies. 9. That at least one month before the meetings of the Equity Shareholders of the First and Second Applicant Company....
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....ural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the meetings by any person(s). 14. That the quorum of the aforesaid meetings of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013. 15. That voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meetings, are filed with the First and Second Applicant Company at their respective Registered Office not later than 48 hours before the aforesaid meetings. 16. That the value and number of the shares of each Equity Shareholder shall be in accordance with the books / register of the First and Second Applicant Company or depository records and where the entries in the books / register / depository records are disputed, the Chairman of the Meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. 17. The Scrutinizer for the aforesaid meetings shall be Mrs. Kumudini Bhalerao, Makarand M Joshi & Co. Practicing Company Secretary, who s....
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....eir representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Second Applicant Company. 24. The First Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority for the First Applicant Company having PAN No. AAACL0702F at 2(2)(2) , Aykar Bhavan , Marine lines Mumbai, India within whose jurisdiction the First Applicant Company's assessments are made (ii) the Central Government through the office of Regional Director, Western region, Mumbai and (iii) Registrar of Companies Mumbai India 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 First Applicant Company failing which, it shall be presumed that the authorities have no representations to make on the proposals. 25. The First Applicant Company to also serve the notice upon the concerned office of the Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalg....