9911796707
TMI Blog2019 (8) TMI 1542X X X X Extracts X X X X X X X X Extracts X X X X ..... Company. CEAT Limited The Second Applicant Company is engaged in the business of manufacture and marketing of tyres. The equity shares of the Second Applicant Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited. 4. The proposed Scheme will have the following principal advantages and benefits: a) The Transferor Company is a wholly owned subsidiary of the Transferee Company and the management of both the companies are one and the same. The business activities are mostly similar and complement each other. In order to integrate the business carried on by both the companies, it is proposed to amalgamate the Transferor Company with the Transferee Company as this will enable the Transferee Company to have greater and optimal use of resources. b) Considerable synergies of operations would be achieved, resulting in economies of scale, effective coordination and better control over the activities, reduction of overheads and administrative expenses. This would allow optimum utilization of equipment and other resources, ultimately resulting into higher profitability for the Transferee Company. c) The benefits of combined resources/ profits, assets an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oes not require to hold either shareholders meeting or creditors meeting or send notices to its shareholders and creditors for approval of the proposed Scheme, in view of ratio laid down by this Tribunal in Company Scheme Application No 243 of 2017 in the matter of Housing Development Finance Corporation Limited. The Counsel for the Second Applicant Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders and creditors of the Second Applicant Company is required to be convened. The Counsel for the Second Applicant Company further clarifies that the Second Applicant Company will file petition and comply with the provisions of service of notices upon all Regulatory authorities. 8. The Counsel for the First Applicant Company submit that since the Scheme is an arrangement between the Applicant Companies and their respective shareholders, no meeting of the Creditors is require to be convened as the present scheme is an arrangement between the Applicant Companies and their respective Shareholders as contemplated under the provisions of Section 230(1)(b) of the Companies Act 2013. This bench hereby directs the First Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... day of December, 2016 and the prescribed Form of Proxy, shall be sent by hand delivery or by Courier / Registered Post / Speed Post or through Email (to those Equity Shareholders whose email addresses are duly registered with the respective Applicant Companies for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the First Applicant Company, at their last known address as per the records/ registers of the First Applicant Company and the same can also be obtained for free of charge from the registered office of the First Applicant Company. 12. The Notice of the meetings shall be published in the state of Maharashtra Business Standard in English Language and Navshakti in Marathi Language, both having wide circulation in the State in which the Registered office of the Company is situated, by the First Applicant Company, not less than 30 days before the date fixed for the meeting. 13. That Mr. Paras K Chowdhary, Director and failing him, Kishore Shete, Director, shall be the chairman of the aforesaid meeting of the First Applicant Companies to be held on October 10, 2019 or any adjournment or adjournments thereof. 14. That the First Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sputed, the Chairperson of the meetings shall determine the number and value for the purpose of the aforesaid meetings and his decision in that behalf shall be final. 21. That Mr. P. N. Parikh of M/s Parikh & Associate failing him Mr. Mitesh Dhabliwala of M/s Parikh & Associate is hereby appointed as Scrutinizers of the aforesaid meeting of the First Applicant Company to be held on October 10, 2019 or any adjournment or adjournments thereof, and his remuneration is fixed as Rs. 25,000 excluding applicable taxes. 22. That the Chairman of the meeting of the First Applicant Companies to report to this Tribunal, the result of the meeting within 10 days of the conclusion of the meetings, and the said report shall be filed as per the Form CAA. 4 under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 23. The Applicant Companies are directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authorities within whose jurisdiction the Applicant Companys assessments are made i.e. for First Applicant Company, Circle 5(1)(2) Mumbai, having PAN No. AABCU5142M and for Second Applicant Company, Circle 6(2)(1) Mumbai, having PAN No. AAACC1645G, (ii ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
