- (1.) This is an application under Section 391(2) and Section 394 of the Companies Act, 1956 praying for dissolution without winding up of the Transferor Company namely, ITI WEALTH MANAGEMENT PRIVATE LIMITED situated at 1st Floor, "Alsa Samar", No.7 B Block, 2nd Avenue, Anna Nagar, Chennai 600 102 (within the aforesaid jurisdiction) .
(2.) The Transferee Company FORTUNE FINANCIAL SERVICES (INDIA) LIMITED is situated in the State of Maharastra and hence necessary orders in this regard have been passed by Hon'ble High Court of Bombay. Hence this Tribunal will only deal with the application of the Transferor Company ITI WEALTH MANAGEMENT PRIVATE LIMITED.
(3.) It is seen from the records that on 18.08.2016 Hon'ble High Court has passed an order regarding the scheme of amalgamation of Transferor Company namely, ITI WEALTH MANAGEMENT PRIVATE LIMITED with Transferee Company FORTUNE FINANCIAL SERVICES (INDIA) LIMITED. In this case pursuant to the Hon'ble High Court of Madras's order, a shareholders meeting was conducted wherein the scheme of amalgamation was unanimously approved by the shareholders. There is no secured creditor as per the certificate furnished by this Chartered Accountant. With respect to the preference shareholders a meeting was conducted based on the order of this Tribunal and 4 preference shareholders representing 76.67% of the total preference shareholding had approved the scheme of amalgamation. The Official Liquidator attached to the Hon'ble High Court, Chennai was directed to file a report under the second proviso to Sub-section (1) of Section 394 of Companies Act, 1956 about the affairs of the transferor company.;