2017 (10) TMI 1566

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....us Limited ('Transferor Company 2') with their holding company namely, Godrej Consumer Products Limited ('the Applicant Company' or 'the Transferee Company') and their respective Shareholders under the provisions of Sections 230 to 232 and 234 of the Companies Act, 2013. 2. The Transferor Company 1 was incorporated on 29th day of March, 2016 under the provisions of Mauritius Companies Act, 2001. The Registered Office of the Transferor Company | is situated at C/o CIM Corporate Services Limited, Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius. The Transferor Company 2 was incorporated on 15th day of February, 2008 under the provisions of Mauritius Companies Act, 2001. The Registered Office of the Transferor Company 2 ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....sferee 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 Applicant Company is being parted away or being disposed off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable; e) Further, the net worth of the Transferee Company is Rs. 4,386.49 crores which is highly positive. The net worth of the Transferor Company and Transferor Company 2, when converted into Indian Rupees, are Rs. 502.51 crores and Rs. 634.56 crores respectively. The assets of the Transferee Company are more than sufficient to discharge its liabilities; f) Pursuant to the Scheme, no liabilities are getting transferred to the Transferee....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....moters and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties; (d) the report of the expert with regard to valuation, if any; (e) a supplementary accounting statement, if any, if the last annual accounts of any of the merging companies relate to a financial year ending more than 6 months before the date of service of notice, upon:- (i) concerned Income Tax Authority with in whose jurisdiction the Applicant Company's assessments are made, (ii) the Securities and Exchange Board of India (iii) the Central Government through the office of Regional Director, Western region, Mumbai, (iv) Registrar of Companies (v) BSE Limited (vi) National Stock Exchange of India Limited (NSE....