TaxTMI 
TaxTMI 
2021 (1) TMI 1028
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....led by the Applicant Transferor Companies No. 1 & 2nd the Transferee Company seeking directions of this Tribunal to dispense with the requirement of convening meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Transferor Companies No. 1 & 2 and the Transferee Company. The Applicant Company No. 1 is the Transferor Company No. 1, the Applicant Company No. 2 is the Transferor Company No. 2 and Applicant Company No. 3 is the Transferee Company as stated in the proposed Scheme of Amalgamation and in the Application. 2. In the Application, it is stated that the Transferor Company No. 1 is a private limited company registered under the provisions of the Companies Act, 1956. The Authorised Share Capital of the Tran....
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....mpany has also set up a banquet hall and related infrastructure in joint venture with the Transferee Company, 4. In the Applications it is stated that the Transferee Company is a private limited company registered under the provisions of the Companies Act, 1956. The Authorised Share Capital of the Transferee Company is Rs. 2,30,00,000 divided into 23,00,000 Equity Shares of Rs. 10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 2,28,00,000 divided into 22,80,000 Equity Shares of Rs. 10 each. The Main Objects of the Company are set out in its Memorandum and Article of Association annexed with the Application and marked as Annexure A-3/1 and are placed at page nos.....
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....he Transferee Company are closely held private limited Group Companies under common shareholding, management and control. The proposed amalgamation of the Tansferor Companies with the Transferee Company would result in consolidation of various Group Companies and pooling of their resources into a single entity. ii. The proposed Amalgamation would result in optimising and leveraging existing resources of these Companies for the most beneficial utilization of these factors in the combined entity. It would be advantageous to combine the activities and operations of all these Companies in a single entity and building strong capability to effectively meet future challenges in competitive business environment. iii. The proposed ....
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....s stated by the Applicant Companies that the proposed Scheme of Amalgamation does not envisage any buy back of shares, There is no proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between Transferor Companies; and between the Transferor Companies and the Transferee Company, as the case may be. 11. The learned Counsel for the Applicant Companies filed details of Shareholders, Secured Creditors and Un-secured Creditors detailed below: Transferor Company No. 1: i) The Transferor Company No. 1 has 3 (three) Equity Shareholders and all the Shareholders have given their consents by way of deposing individual affidavits. ii) The Transferor Company ....
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....of affidavit for the proposed Scheme of Amalgamation. 12. The Applicants has stated that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. Certificates from the respective Statutory Auditors of all the Companies have been filed along with the Application. 13. Learned PCS Mr Ankit Kumar Singh, appearing for the Applicant, made the following contentions with respect to the dispensation of the requirement of convening meetings: a. All the Shareholders of the Transferor Companies No. 1 & 2 and the Transferee Company have given their written consents by way of affidavits. Therefore, the requ....
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....ny No, 1 & 2 and the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, is dispensed with. 16. This Tribunal directs that, In view of consent affidavits given by the Un-secured Creditors of the Transferor Company No. I & 2 and The Transferee Company, the requirement of convening meetings of the Unsecured Creditors of Transferor Company No, 1 & 2 and the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with. 17. The Applicant Companies are directed to serve the notice along with a copy of the Scheme upon; (a) the Central Government through the offic....