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TMI Blog2020 (2) TMI 1339X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant Company, Sixth Applicant Company and Seventh Applicant Company, and by Mrs. Vineeta Arvindkumar Kanoria, Director of the Second Applicant Company and by Mrs. Aruna Kantikumar Kanoria, Director of the Fifth Applicant Company along with their combined Application and Annexure therein referred to, IT IS ORDERED THAT: 1. The Counsel for the Applicant Companies submits that this Scheme is presented for Merger by Absorption of Sound Investment Company Private Limited ('the First Applicant Company'), Kanvai Investment Company Private Limited ('the Second Applicant Company'), Horizon Investment Company Private Limited ('the Third Applicant Company'), Sparkk Organics Private Limited ('the Fourth Applicant Company'), Temple Garment Manufacturing Company Private Limited ('the Fifth Applicant Company'), Kaabil Traders Private Limited ('the Sixth Applicant Company') with New India Exports Private Limited ('Transferee Company' or 'the seventh Applicant Company') (here in after referred to as "Scheme of Amalgamation") under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicants submits that, the First Applicant Company, the Second Applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mits that the rationale for the Scheme of Amalgamation is as follows: * The Amalgamation will enable all the Applicant Companies to consolidate the business and lead to synergies in operation and create a stronger financial base. * It would lead to greater efficiency and ease of management by reducing the number of companies under the same management and thus reducing the administration efforts. * Reduction in multiple legal and regulatory compliances required to be carried out at present by all the Applicant Companies. * Cost savings from simplification of business processes and elimination or reduction in administrative expenses resulting in administrative efficiency and higher profitability levels for the Seventh Applicant Company. * The Scheme of Amalgamation will result in cost savings for all the Applicant Companies as they would capitalize on each other's core competency and resources which is expected to result in stability of operations cost savings and higher profitability levels for the Seventh Applicant Company. With the aforesaid objective, it is proposed to amalgamate Sound, Kanvai, Horizon, Sparkk, Temple Garment, Kaabil with the New India. 5. The Counsel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tes that Upon the Scheme becoming effective and in consideration of the amalgamation, the Seventh Applicant Company shall, without any further application or deed, issue and allot equity shares, credited as fully paid up, to the member of the Transferor Companies holding fully paid equity shares of Transferor Companies as on Record Date, or to such of their respective heirs, executioneres, administrator or other legal administrative or other successors in title as may be recognized by the Board of Directors of the Seventh Applicant Company in the following ratio: a. The Seventh Applicant Company shall issue and allot to the Equity Shareholders of the First Applicant whose names appear in the register of members on the Record Date 1 equity share of the Seventh Applicant Company of Rs. 100/- each credited as fully paid up for every 6000 equity shares of the First Applicant Company of Rs. 10/- each held by the shareholder. b. The Seventh Applicant Company shall issue and allot to the Equity Shareholders of the Second Applicant Company whose names appear in the register of members on the Record Date 1 equity share of the Seventh Applicant Company of Rs. 100/- each credited as fully ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt Company'), Horizon Investment Company Private Limited ('the Third Applicant Company'), Sparkk Organics Private Limited ('the Fourth Applicant Company'), Temple Garment Manufacturing Company Private Limited ('the Fifth Applicant Company'), Kaabil Traders Private Limited ('the Sixth Applicant Company') and New India Exports Private Limited ('Transferee Company' or 'the Seventh Applicant Company') is 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 the Creditors as no sacrifice from them is called for. This bench hereby directs the Applicant Companies to issue notice to all their Unsecured Creditors. The notice shall be sent by courier or air mail or registered post or speed post or hand delivery or through e-mail, as required under Section 230(3) of the Companies Act, 2013 with a direction that they may submit their representation, if any, to the Tribunal within a period of 30 (thirty) days from the date of receipt of such notice and a copy of such representation shall simultaneously be served upon the Applicant Companies. 11. The Applicant Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... horities has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 14. The Transferor Companies are also directed to serve notice along with copy of the scheme upon Official Liquidator The Hon'ble Tribunal is appointing M/s Gondalia & Mandvilal, Chartered Accountants having their office at Hamam House , Ambalal Doshi Marg, Fort, Mumbai- 400023 with a remuneration of Rs. 45,000/- along with the applicable taxes for the services to assist the Official Liquidator to scrutinize books of accounts of the Amalgamating Company No.1 to Amalgamating Company No.6 for the last five years. The Official Liquidator may submit his representation, if any, within a period of thirty (30) days from the date of the receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the respective Transferor Companies, failing which, it shall be presumed that the Official Liquidator has no representation to make on the proposals. 15. The Applicant Companies to file affidavit of service in not less than 7 days after dispatch of notice, in the Registry with regard to proving dispatch of notice ..... X X X X Extracts X X X X X X X X Extracts X X X X
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