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2021 (11) TMI 956

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....eferred to as 'Applicant Companies') state that the present Scheme is a Composite Scheme of Amalgamation and Arrangement between Desai Finwealth Investments & Securities Private Limited, the Transferor Company and Onward Network Technologies Private Limited, the Transferee Company or the Demerged Company and Onward Software Technologies Private Limited, the Resulting Company and their respective Shareholders and Creditors under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 ('Scheme'). 3. The Applicant Company No. 1 is engaged in business of investing in shares and securities. The Applicant Company No. 2 is engaged in the business of investing in shares, securities and properties. The Applicant Company ....

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....plicant Company No. 1 and Applicant Company No. 2 and also avoid duplication of administrative functions and eliminate multiple record-keeping. c. The Securities Investments Business and real estate business require separate skill set and bear no synergies with each other. The nature of risk, challenges and growth opportunities associated with each business is separate and distinct. Thus, the Scheme envisages demerger of Securities Investments Business into Applicant Company No. 3. d. There would be enhance focus on the operations of the Securities Investments Business under a dedicated management team of Applicant Company No. 3, who can chart out and pursue an independent strategy to maximize value creation for stakeholders. 6. The fi....

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....eme of Amalgamation and Arrangement between the Applicant Companies is dispensed with in view of the Consent Affidavits given by the 100% Equity Shareholders of the Applicant Company No. 2, which are annexed as 'Exhibit T1 to T5' to the Company Scheme Application. 11. Learned Counsel for the Applicant Companies states that there are 4 (four) Equity Shareholders in the Applicant Company No. 3. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 3 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Amalgamation and Arrangement between the Applicant Companies is dispensed with in view of the Consent Affidavits giv....

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....amations) Rules, 2016, If no response is received by the Tribunal from the Registrar of Companies within 30 days from the date of receipt of the notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules. 2016. 15. The Applicant Companies to serve the notice by Registered Post-AD/Speed Post and Hand Delivery upon the concerned Income Tax Authority within whose jurisdiction the Applicant Companies are under i.e. the Applicant Company No. 1/Transferor Company PAN:-AABCD3256F having his address at the Income Tax Officer, WARD 1(3), Pune; the Applicant Company No. 2/Demerged Company PAN:-AAACO0641A having his address at the In....