TaxTMI 
TaxTMI 
2021 (9) TMI 490
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....Transferee Company in their respective Board Meeting held on 1st February 2021 and annexed to Company Scheme Application as Annexure F-1 & F-2. 4. The Representative for the Applicant Companies submits that the Appointed Date for the Scheme of Merger by absorption is 1st April 2020. 5. The Applicant Company 1 is presently engaged in the business of design, manufacture, assemble, buy, sale, construct, import, export or otherwise deal in automation systems, BIW welding, including both spot and are welding lines, inspection gauges, assembly automation, vision systems, laser welding/brazing and power trains. The Applicant Company 2 is presently engaged in business of manufacture, assemble, buy, sale, construct, reconstruct, import, export or otherwise deal in all types of jigs, fixtures, plastic moulds, pillar sets, mould plates, machines, engineering machine components and related goods. 6. Upon scheme coming into effective, the Transferee Company shall, without any application or deed, issue and allot 20 [Twenty] Equity Shares of the face value of Rs. 100/- each of the Transferee Company for every 100 Equity Shares of the face value of Rs. 100/- each held by the shareholders of Tr....
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.... the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the explanatory statement disclosing all material facts as required under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified and the prescribed Form of Proxy, shall be sent by Registered Post or by courier or by speed post or by hand delivery or through email, (to those Equity Shareholders whose email addresses are duly registered with the Applicant Company 2 for the purpose of receiving such notices be email), addressed to each of the Equity Shareholders of the Applicant Company 2, at their registered or last known addresses or e-mail addresses as per the records of the Applicant Company 2 or can be obtained free of charge from the registered office of the Applicant Company 2. 12. At least not less than 30 days before the said meeting of the Equity Shareholders of the Applicant Company 2 to be held as aforesaid, a notice convening the said meeting, indicating the place, day, date and time of the meeting as aforesaid be published and stating that copies of the Scheme and the statement required to be furn....
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....r the purpose of quorum, proxies will be considered, as per applicable provisions of the secretarial standards, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the Applicant Company 2 at least 48 hours before the meeting. 19. The voting by proxy or authorised representative shall be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, are filed with the Applicant Company 2 at its Registered office(s) not later than 48 hours before the aforesaid meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 20. The value and number of the shares of each Equity shareholders shall be in accordance with the books/register of the Applicant Company 2 or depository records and where the entries in the books/register/depository records are disputed, the Chairperson of the meeting shall determine the value and the number for the purpose of the aforesaid meeting and his decision in that behalf would be final. 21. The Chairperson of meeting to file an affidavit no....
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....icant Companies. The pre-merger net worth of the Applicant Company 1 is Rs. 4,61,17,255 [Four Crore Sixty-One Lakh Seventeen Thousand Two Hundred Fifty-Five Only] and the Applicant Company 2 is Rs. 5,19,75,360 [Five Crore Nineteen Lakh Seventy Five Thousand Three Hundred Sixty Only] as on 31st March 2020 and will continue to remain positive post-merger. No undertaking of the Applicant Company 2/Transferee Company is being parted hence meeting of the secured creditors of the Applicant Company 1 is not required to be convened. The Applicant Company 1 undertakes to obtain consent from all Secured Creditors and submit with NCLT before the final hearing. 26. The Representative for the Applicant Company 2 submits that as stated in paragraph 28 of the Company Scheme Application there are 6 (Six) Secured Creditors of the value of Rs. 12,92,66,395 as on 31st December, 2020. The Scheme is between shareholders of Applicant Company 1 with Applicant Company 2 as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no compromise and/or arrangement with creditors and creditors of the Applicant Company 2 are bei....
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....ered with Applicant Company 1 for the purpose of receiving such notices by email), at their last known address as per the records of the Applicant Company 1, with a direction that they may submit their representations, if any, to the National Company Law Tribunal, Mumbai Bench within 30 days and copy of such representations shall simultaneously be served upon the Applicant Company 1. 28. That the Representative for the Applicant Company 2 submits that as stated in paragraph 30 of the Company Scheme Application there are 435 Unsecured Creditors of the value of Rs. 10,89,05,679 as on 31st December 2020 which are in the nature of Trade Payables, Unsecured Loans and Advances from Customers etc. The Scheme is between shareholders of Applicant Company 1 with Applicant Company 2 as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no compromise and/or arrangement with creditors and creditors of the Applicant Company 2 are being paid in the normal course of business and as per the agreed terms and are not called upon to make any sacrifices, hence their interests are not getting affected in any way. Po....
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....o the Proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 31. The Applicant Company 1 is directed to serve notice along with copy of Scheme upon Official Liquidator, High Court, Bombay pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/S. Pravin Kumar & Associates, Chartered Accountants having address at Room No. 33, 2nd Floor, 160, Dr. D.N. Road, Fort, Mumbai-400001, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Company for the last 5 years and submit its representation/report to the Tribunal. The aforesaid Company to pay fees of Rs. 1,00,000/- (Rupees One Lakh Only) plus applicable taxes, if any for this purpose. If no representation/response is received by the Tribunal from Official Liquidator, High Court, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamation....