TaxTMI 
TaxTMI 
2020 (9) TMI 848
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.... of Seal for Life India P. Ltd. (the applicant transferor company) with PROJs Sealant India P. Ltd. (the applicant transferee company). 2. The registered office of both the applicant-companies are situated in Vadodara in the State of Gujarat, and hence both the applicant-companies are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 3. Both the companies are empowered by their respective memorandum of associations to enter into scheme of merger. Copies of memorandum of association of both the companies are placed on record. The audited financial statements of the applicant transferor company as at July 22, 2019 and the unaudited provisional financial statements of both the companies as on December 31, 2....
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....e Companies Act, 2013 and/or under sections 235 to 251 of the Companies Act, 1956. There are no winding up petitions pending against the applicant companies. The statutory auditors of the transferee company have provided the certificate confirming the proposed accounting treatment being in conformity with the applicable accounting standard. The said certificate is placed on record as annexure H. 7. The following are the reliefs prayed by the applicant-companies : (a) That meetings of the equity shareholders of both the applicant- companies be dispensed with ; (b) That there being no secured creditors of both the applicant-companies, their meetings are not necessary ; (c) That meeting of the unsecured creditors ....
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.... been further submitted that the applicant transferor company had about 34 unsecured creditors having the total value of debt at Rs. 14.18 crores as on December 31, 2019. The details for the same are provided in form of the summary statement certified by the chartered accountant and placed on record as annexure M. It is prayed that a meeting of the unsecured creditors be convened to obtain their approval to the proposed scheme. 8.4 The applicant transferee company has only one unsecured creditor. The sole unsecured creditor of the applicant transferee has given the approval to the scheme in form of the consent letter on affidavit and the same has been placed on record along with certificate from chartered accountant as annexure L. In vie....
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....) At least one month before the date of the meeting, a notice in Form No. CAA-2 convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the scheme of merger by absorption, copy of the explanatory statement required to be sent under section 102 of the Act, read with sections 230 and 232 of the Act and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the unsecured creditors of Seal for Life India P. Ltd., the applicant transferor company ; at their respective or last known addresses either by registered post/speed post or by courier or by e-mail. The notice shall be sent to all the unsecured ....
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....l act as the scrutiniser for the said meeting. (x) The chairman appointed for the aforesaid meeting shall issue advertisements and send out notices of the said meeting referred to above. The chairman is free to avail the services of the applicant-company or any agency for carrying out the aforesaid directions. The chairman of the meetings shall have all powers under the articles of association of the applicant-company and also under applicable rules, including for deciding any procedural questions, that may arise at the meeting or adjournment(s) thereof proposed at the said meeting, amendment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meeting by any per son(s) ; and to ascertain decision of the meet....
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....he meetings. 10. In compliance of sub-section (5) of section 230 of the Act and rule 8 of the Companies (CAA) Rules, the applicant-companies shall send a notice of meeting in Form No. CAA-3 with a copy of the scheme of arrangement, the explanatory statement and the disclosures mentioned under rule 6 (to the extent applicable) to : (a) the Central Government through the Regional Director, North Western Region ; (b) the Registrar of Companies, Gujarat ; (c) the Income-tax Authorities ; (d) the Reserve Bank of India ; and (e) the official liquidator, only for the applicant transferor company stating that representations, if any, to be made by them shall be made within a period of 30 (thirty) days....