TaxTMI 
TaxTMI 
2021 (1) TMI 449
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.... 1 ,2 & 3 for considering the composite scheme of Amalgamation. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. Fit & Glow Healthcare Private Limited (hereinafter referred as the Applicant/Transferor Company No. 1) was incorporated on 05.09.2014 under the provisions of the Companies Act, 2013 bearing CIN: U85100KA2014PTC076229 and PAN No. AACCF4454E and having its registered office situated at No. 201, Palms Square, 2nd Floor, No. 125, Brigade Road Bangalore-560025. Its Authorised Share Capital is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each. The main objects of Applicant Company No. 1 is inter-alia engaged in business of buy, sell, manufacture, import, export, distribute and otherwise deal in all kinds and varieties of cosmetics, non-prescribed drugs, health care products etc. (2) M/s. Hegde & More, Chartered Accountants, have issued a Certificate dated 09.06.2020 by certifying that there are 02 (Two) Equity Shareholders of the Applicant ....
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.....06.2020 viz., Ms. Mansi Chowdhary holding 4,616 Equity Shares of Rs. 10/- each, Ms. Anu Nadagouda holding 4,615 Equity Shares of Rs. 10/- each and Mr. Varun Kapoor holding 769 Equity Share of Rs. 10/- each. Accordingly, Ms. Mansi Chowdhary has filed an Affidavit dated 15.06.2020 by inter alia stating that she is holding 4,616 Equity Shares of Rs. 10/- each aggregating to Rs. 46,160/- in the Applicant Company No. 2 and has given consent for the Scheme and for dispensation of the meeting. Similarly, the other two Shareholders also filed respective Affidavits, with similar declaration, for the proposed Scheme and dispensation of their meetings. (6) M/s. Hegde & More, Chartered Accountants have issued certificate dated 09.06.2020 by certifying that there are no Secured Creditors in the Applicant Company No. 2 as on 31.03.2020. Further, the said Chartered Accountants has issued a another Certificate dated 09.06.2020 certifying that there are 15 (Fifteen) Unsecured Creditors in the Applicant Company No. 2 as on 31.03.2020 aggregating amount of Rs. 2,75,33,556/- (Rupees Two Crore Seventy Five Lakh Thirty Three Thousand Fifty Hundred and Fifty Six only). The Applicant Company No.....
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.... Crore Eighty Five Lakh Eight Three Thousand Seven Hundred and Ninety Six only). The Applicant Company No. 3 seeks to convene the meeting of the Unsecured Creditors for the proposed scheme of Arrangement. (10) The Board of Directors of the Applicant Companies in their respective meetings held on 03rd June, 2020 have approved and adopted the Scheme of amalgamation in question subject to usual conditions. (11) M/s. Hegde& More, Chartered Accountants, the Statutory Auditors of the Applicant Company No. 1, 2 86 3, has issued a Certificate dated 09th June, 2020 by inter alia stating that the Accounting treatment contained in the Scheme is in compliance with the required accounting Standards specified in Section 133 of the Companies Act, 2013. (12) The rationale for the Scheme inter alia to enhance customer experience and stimulate R&D efforts that can be undertaken based on customer feedback, which was hitherto not fully possible and to improve organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry. (13) ....
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....fice of the Company i.e., No. 201, Palms Square, 2nd Floor, No. 125, Brigade Road Bangalore-560025 for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Dr. K.S. Ravichandran, having address at #S-311, 3rd Floor, Manipal Centre, Dickenson Road, Bengaluru -560042, Contact No: 9443026172, email: [email protected] is appointed as Chairperson and Mr. R. Ramachanderan, having address at #A/4, 32nd Cross, 3rd Main, Jayanagar 7th Block, Bengaluru - 560 070, Contact No. 9900013644, email: [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be Rs. 75,000/- and for Scrutiniser shall be Rs. 40,000/-. The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. The Notice of the meeting of the Unsecured Creditors of the Applicant Company No. 1 shall be published in English Daily "The Hindu" and in Kannada Daily "Udayavani". (iii) The Meeting of the Unsecured Creditors of the Appl....