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TMI Blog2020 (10) TMI 699X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. Learned Counsel for the Applicants states that the present Scheme is a Scheme of Amalgamation (Merger by Absorption) of Cheese Land Agro (India) Private Limited with Prabhat Dairy Limited and their respective Shareholders. 3. Learned Counsel for the Applicants states that resolutions were passed by the Board of Directors of the Transferor Company and the Transferee Company in their respective meetings held on 14th February 2020 and approved the Scheme. The Appointed Date fixed under the Scheme is 1st October 2018. 4. Learned Counsel for the Applicants further submits that the First Applicant Company is a wholly owned subsidiary of the Transferee Company and the entire share capital of the Transferor Company is owned and controlled ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imination of unnecessary duplication of activities and related costs. (e) The amalgamation will result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Company and the Transferee Company; and (f) The amalgamation would motivate employees of the Transferor Company by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, asset base etc. which will boost employee morale and provide impetus to better corporate performance ultimately enhancing overall shareholder value. 6. Learned Counsel for the Applicants submits that the First Applicant Company is currently engaged in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... intimate its Unsecured Creditors by Post / Courier / Email / Hand-delivery of the proposed scheme with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such intimation to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that they have no representations to make on the proposals. 10. Learned Counsel for Applicant Companies respectfully submits that: (a) Being a merger of wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of members of the Transferee Company are no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 19 in JAI Corp Limited. Learned Counsel for the Applicant Companies 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 Transferee Company is required to be convened. This bench is of view that the meeting of Equity Shareholder and Creditors of Second Applicant can be dispensed with since the Transferor Company is wholly owned subsidiary of the Transferee Company. Learned Counsel for the Applicant Companies, further, clarifies that the Transferee Company will file petition and comply with the provisions of service of notices upon all Regulatory Authorities. 12. The Applicant Companies are hereby directed to serve notices along with copy of Scheme up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Compromise, Arrangements and Amalgamation ) Rules 2016, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposal. 14. The First Applicant Company is also directed to serve notice upon Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal hereby appoints M/s. B.A. Ved Co, Chartered Accountants havi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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