TaxTMI 
TaxTMI 
2021 (12) TMI 1104
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....l Thermal Energy Private Limited ('Eighth Transferor Company') and Patel Hydro Power Private Limited ('Ninth Transferor Company') and Zeus Minerals Trading Private Limited ('Tenth Transferor Company') and Patel Concrete & Quarries Private Limited ('Eleventh Transferor Company') and Patel Lands Limited ('Twelfth Transferor Company') and Patel Engineers Private Limited ('Thirteenth Transferor Company') and Phedra Projects Private Limited ('Fourteenth Transferor Company'), with its holding company namely Patel Engineering Limited ('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. This is scheme of Merger of 14 Transferor Companies with the Patel Engineering Limited i.e. the Transferee Company. Out of the 14 Transferor Companies, from First Transferor Company to Eighth Transferor Company are having their respective Registered offices within the Jurisdiction of NCLT Hyderabad and accordingly filed similar Application with NCLT Hyderabad. The Ninth Transferor Company to Fourteenth Transferor Co....
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....e, acquire, hold, take on lease, licenses and deal in all kinds of immovable property including land, building, houses, farm houses, flats, shops, commercial premises, godowns, and any rights, privileges, interests therein and to develop, construct the same. Phedra Projects Private Limited The main object of Sixth Applicant Company is to engage in the business of infrastructure development activities such as build, develop, construct, alter, acquire, convert, improve, design, erect, establish, equip, dismantle, pull down, turn to account, decorate, repair, operate, maintain, reconstruct, renovate, remodel, rebuild, and to undertake turnkey project of building road, bridges, infrastructure, buildings, factories, structures, dams, railways, drainage, sewage works, water distribution & lifteration system, docks, flyovers, hospital, housing projects, power supply work, and other infrastructure related work either own or BOT (Built, Operate & transfer) or other basis, and to act as contractors, engineers, consultant, adviser in that connection. Patel Engineering Limited The Seventh Applicant Company is engaged in the business o....
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....d Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company have procured the written consent affidavits from the Unsecured Creditors constituting more than 90% in value of the said Applicant Companies which are annexed as Annexure - L4, M4, N4, O4, P4 and Q4 respectively to the Company Application. In view of the fact that Unsecured Creditors constituting over 90% in value of the Unsecured Creditors have given their consent to the proposed Scheme, the meeting of the Unsecured Creditors of the First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company for the purpose of considering and, if thought fit, approving the proposed Scheme with or without modification(s) is hereby dispensed with. 10. That the meeting of the 1 (One) Debenture Holder of the Sixth Applicant Company be dispensed in support of Company Application, inter-alia stating therein that there is sole Debenture Holder in the Sixth Applicant Company and that the Sixth Applicant Company having procured the written consent affid....
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.... Automotive Limited, in CSA No. 1019 of 2017 in case of Godrej Properties Limited, in CSA No. 1615 of 2018 in case of Dolvi Minerals and Metals Private Limited, in CSA No. 396 of 2019 in JSW Logistic Infrastructure Private Limited, in CSA No. 1611 of 2019 in CEAT Specialty Tyres Limited, in CSA No. 3123 of 2019 in JAI Corp Limited, in CSA No. 4149 of 2019 in Godrej Properties Limited, and in CSA No. 634 of 2020 in Asian Paints Limited. The Counsel for the Transferee Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders, creditors or debenture holders of the Transferee Company is required to be convened. 13. The Counsel for the Transferee Company further submits that the meeting of Secured Creditors in the Transferee Company be dispensed in support of Company's Further Affidavit, inter-alia stating therein that there are 22 (Twenty Two) Secured Creditors of INR 1881.81 crores in the Transferee Company and that the Transferee Company has procured the written consent from all the Secured Creditors in the Transferee Company, copies of which are annexed as Annexure - 'B1-B22' to the Further Affidavit....
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....on Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Mr. Hemant Kumar Shah, Chartered Accountant, having E-mail id: [email protected]; M- +91-9004037902; is appointed to assist the Official Liquidator to scrutinize the books of accounts of all the said Transferor Companies for the last 5 years and submit its representation/report to the Tribunal. The aforesaid Companies to pay fees total of INR 2,00,000/- to be shared equally by Transferor Companies for this purpose. If no representation/response is received by the Tribunal from Official Liquidator, 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 Amalgamations) Rules, 2016. Order 17. The Transferee Company has already submitted the Consent Affidavits from its 22 Secured Creditors having an outstanding of Rs. 1,881.81 crore vide its Additional Affidavit dated 21.07.2021. The Sixth Transferor Company has also submitte....
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.... 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent by Registered Post-AD/Speed Post and e-mail to the Equity Shareholders of the Transferee Company whose email addresses are duly registered with the Transferee Company, addressed to each of the shareholders, at their last known e-mail addresses as per the records of the Transferee Company. 23. At least 30 (thirty) days before the aforesaid meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid, an advertisement of notice convening the said meeting, indicating the day, date and time aforesaid be published once each in 'Business Standard' in English and 'Navshakti' in Marathi, both circulated at Mumbai, and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the Transferee Company. 24. Keeping in view of the fact and circumstances of the case, as 14 Transferor Companies are transferring into the Transferee Company and in the interest of the creditors of the Applicant Companies, this Bench directs the Tr....
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....400021 5. Export Import 23.93 Bank of India LMG-MRO/DE- 11.06.2021 130/2021-22/275 Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai-400005 6. General Insurance 4.39 22.06.2021 Corporation of India 7. "SURAKSHA", 170, J. Tata Road, Churchgate, Mumbai-400020. ICICI Bank Limited ICICI Bank Towers, Bandra- Kurla Complex, Mumbai-400051 169.83 SSG213491433300 28.05.2021 Document 3 8. IDBI Bank Limited WTC Complex, Cuffe Parade, Mumbai-400005 9. IndusInd Bank Limited Opus Centre, plot No 47, Central Road, Opp. Tunga Paradise, MIDC, Andheri E Mumbai 400093 10. RBL Bank Limited One India bulls Centre, Tower 2B, 6th floor,841 Senapati Bapat 108.16 IDBI/LCG/PEL/ 11.06.2021 2021-22/0083 IBL/CO/103/202 15.06.2021 23.18 1-22 13.86 24.06.2021 Marg, Lower Parel, Mumbai- 400013 11. SREI Equipment 43.25 29.05.2021 Finance ltd "Paradise", 51k/51L, 12. Bhulabhai Desai Road, Near, Shyam Niwas, Breach Candy, Mumbai-400026 IFCI factors Limited-through....