TaxTMI 
TaxTMI 
2021 (2) TMI 164
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....rej Landmark Redevelopers Private Limited ('the Transferor Company'), with its holding company namely Godrej Projects Development Limited ('the Transferee Company') and their respective Shareholders ('the Scheme' or 'this Scheme'), under the provisions of Sections 230 to 232 of the Companies Act, 2013. 3. The Counsel for the Applicant Companies states that the resolutions passed by the Board of Directors of the respective Transferor Company and Transferee Company in their meeting held on August 02, 2020 approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2020. 4. The Counsel for the Applicants further submit that the Transferor Company is a wholly owned subsidiary of the Transferee Company and entire share capit....
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.... and 'J2' to the Company Application. In view of the fact that the shareholders of the Transferor Company have given their consent affidavits the meeting of the Equity Shareholders of the Transferor Company is hereby dispensed with. 7. There are no Secured Creditor in the Transferor Company, therefore, conveying meeting and issue of notices to them does not arise. 8. The Counsel for the Transferor Company further submits that the present Scheme is an arrangement between Transferor Company, Transferee Company and their respective shareholders as contemplated under section 230(1)(b) of the Companies Act, 2013 as there is no compromise or arrangement with any of the creditors and the rights of creditors are not affected, all the Unsecure....
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....ee Company is and will continue to remain highly positive postmerger; c. The existence of the Transferee Company will remain as before without any change either to its shareholding pattern or debt position pursuant to the Scheme; d. No undertaking of the Transferor Company is being parted away or being disposed-off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. 9. The Counsel for the Second Applicant / Transferee Company submits that in view of above, no reconstruction or arrangement happens with its shareholders or creditors, and thus, it does not require to hold either shareholders' meeting or creditors' meeting for approval of the proposed Scheme, in view of ratio laid down by....
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....tral Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Real Estate Regulatory Authority and any other applicable regulatory authority pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, 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 Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 11. The Transferor Company is also dire....