TaxTMI 
TaxTMI 
2021 (1) TMI 983
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....eholders and to order convening meetings of Secured and unsecured creditors of Transferee Company. 2. The averments germane to the Application in brief are:- TRANSFEROR COMPANY: 2.1 Millenial Business Park Private Limited/ Transferor Company is a private limited company incorporated under the provisions of Companies Act, 2013, on 29th August, 2018 in the state of Telangana, vide Corporate Identification Number U70109TG2018PTC126346, having its registered office situated at 6-3-154 to 159, F. No. 303, 3rd Floor Royal Majestic, Prem Nagar, Khairtabad Hyderabad - 500004, Telangana, India. The Transferor Company is engaged in real estate development, maintenance, leasing and related activities. The main objects of the Transferor Company are provided in sub-clause 1 to 4 of clause 3 (A) of its Memorandum of Association. (A copy of the Certificate of Incorporation along with MOA and AOA of the Transferor Company is annexed and marked as "Annexure - 1"). The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31st March, 2020 was as follows: Share Capital Amount in INR Authorized Capital &n....
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.... Total 108,39,01,820 As on the date of approval of the Scheme by the Board of Directors of Transferee Company, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company. As on the date of approval of the Scheme by the Board of Directors of Transferee Company, it is a wholly owned subsidiary of the Transferor Company. (A certified copy of the audited financial statements as on 31st March, 2019 and certified copy of the unaudited provisional financial statements as on 31st March, 2020, of the Transferee Company is annexed and marked as "Annexure -4"). 3. APPROVAL OF THE BOARD OF DIRECTORS OF APPLICANT COMPANIES:- The Board of Directors of the Applicant Companies at their respective meetings held on 3rd June, 2020, have resolved to amalgamate the Transferor Company with the Transferee Company. A copy of the Board Resolutions of the Applicant Companies are annexed as Annexures "8" and "9" respectively. 4. RATIONALE OF THE PROPOSED SCHEME:- The amalgamation of Millenial Business Park (Transferor Company) with TSI Business Parks (Hyderabad) Private Limited (Transferee Company), wherein Tr....
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.... has been filed against any of the Applicant Companies and there has been no material change in the affairs of any of the Applicant Companies, except for what was done in the normal course of business. (ii) There are no proceedings pending under Section 210 to 227 of Companies Act, 2013, against any of the Applicant Companies. (iii) The Scheme of amalgamation of Millenial Business Park Private Limited (Transferor Company) with TSI Business Parks (Hyderabad) Private Limited (Transferee Company) and their respective shareholders would not have any adverse effect on any of the shareholders or creditors or other stakeholders of the Applicant Companies in any manner whatsoever. 9. CONSENT OF SHAREHOLDERS OF THE APPLICANT COMPANIES a) It is submitted the Transferor Company has the following equity shareholders as on 31st March, 2020: Sl.No. Name of shareholder Total No. of shares held % of Shareholding 1. SPREF-II Pte. Ltd. 9999 99.99% 2. Shapoorji Pallonji Investment Advisors Private Limited (Nominee of SPREF-II Pte. Ltd.) 01 0.01% Total 10,....
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....nsferor Company and further requesting for dispensation of meeting of Shareholders and convening meetings of Secured and Unsecured Creditors of Transferee Company as all the shareholders have given their consent in the form of sworn Affidavits. The proposed scheme in question prima facie satisfy fundamental requirements for its sanction, subject to approval of this Tribunal. The Applicant Companies are stated to be following all provisions of Companies Act, 2013, and rules made thereunder. In any case, dispensing with meeting of shareholders of Transferee Company would not deprive any aggrieved party to approach this Tribunal at any point of time, when the approval of scheme in question finally comes for consideration. Therefore, the Joint Company application deserves to be allowed. 12. In the result, we pass the following order:- 12.1 TRANSFEROR COMPANY / MILLENIAL BUSINESS PARK PRIVATE LIMITED (a) Hereby order convening meeting of the shareholders of Transferor Company /. (b) Hereby order convening meeting of Unsecured Creditors of Transferor Company (c) Appointed Ms. Niharika Agarwal, Advocate, #R/o 108 'A' Block, Sai Mithra Towers, Opp: ....
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.... Shareholders and Unsecured Creditors of Transferor Company and meetings of Secured and Unsecured creditors of Transferee Company shall be published in "Business Times" (English Daily) and in "Nava Telangana" (Telugu Daily) in Hyderabad Edition. 12.4 The Applicant Companies or its authorized Signatory is directed to issue notice (s) to Shareholders, Secured and Unsecured Creditors as applicable, by Registered or Speed post; or Courier; or Air Mail or email or hand delivery to their last known address at least one month before the date fixed for the said meeting as per Form No. CAA2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ensuring convening the said meetings of the Transferor Company. The Transferor Company is directed to intimate day, date and time, a copy of Explanatory Statement, pursuant to be sent under Section 230 of the Companies Act, 2013 and Proxy as per Form No. MGT-11 (Rule 19) of the Companies (Management and Administration) Rules, 2014. 12.5 The Applicant Companies to serve notices upon the Regional Director, South-East Region, Ministry of Corporate Affairs, Hyderabad pursuant to Section 230 (5) of the Companies Act, 201....