TaxTMI 
TaxTMI 
2021 (6) TMI 603
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....instant applications have been filed in respect of Scheme of Amalgamation of Mis. Michelin India Technology Center Private Limited (hereinafter referred to as "Applicant Company" or 'Transferor Company') with M/s. Michelin India Private Limited (hereinafter referred to as Applicant Company" or "Transferee Company") as going concern. The Applicant Companies through this Application have prayed for seeking directions:- i) For dispensing with convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Company and Transferee Company; and ii) For dispensing with convening, holding and conducting of the meeting of Unsecured Creditors of the Transferor Company and Transferee Company; ....
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....typed set, certified by M/s. Joshi Aggarwal & Associates., Chartered Accountants filed along with the Application. The consent affidavits given by all i.e. 2 (Two) equity shareholders are placed at pages 133 to 145 of the typed set filed along with the Application, wherein it has been deposed that they do support the Scheme of Amalgamation and consent to dispense with convening, holding and conducting the meeting of Equity shareholders. iii) There are no Secured Creditors in relation to the Transferor Company as on 17.12.2020. The certificate issued by M/s. Joshi Aggarwal & Associates., Chartered Accountants to this effect is placed at page 146 of the typed set filed along with the Application. iv) There are 32 (Thirty Two....
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....a Tamil Nadu Tyres Private Limited" to "Michelin India Private Limited" pursuant to the fresh Certificate of Incorporation issued by the MCA with effect from 31.03.2015. The Transferee Company is engaged in the business of manufacturing and trading of tyres, tubes and its related products etc. ii) The Transferee Company has 2 (Two) Equity Shareholders. The list of Equity Shareholders is placed at page 197 of the typed set, certified by M/s. Joshi Aggarwal & Associates., Chartered Accountants and the same is filed along with the Application. The consent affidavits given by all the 2 (Two) equity shareholders are placed at pages 198 to 209 of the typed set filed with the Application, wherein it has been deposed that they do support t....
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.... resolutions passed thereon have been placed on record by the companies. 5. The Appointed date as specified in the Scheme is 1st April, 2020 subject to the directions of this Tribunal. 6. The Statutory Auditors of both the Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. 7. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices including by way of paper publication as follows:- ....
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....ave been obtained and are placed on record, the necessity of convening and holding a meeting of the Equity Shareholders for the approval of the scheme is dispensed with. (ii) With respect to Secured Creditors: It is represented by the Transferee Company that there are NIL Secured Creditors and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferee Company that there are 288 Unsecured Creditors in the Company. The Consent affidavits are given by the 13 unsecured creditors, out of 288 unsecured creditors, the value of the consenting unsecured creditors constitutes 93.91%, whose consents by way of affidavits have been ob....