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TMI Blog2020 (10) TMI 966X X X X Extracts X X X X X X X X Extracts X X X X ..... reditor in the Transferor Company have been supporting and agreeing to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme by way of their consent affidavits. There is no Secured Creditor in the Transferor Company. Calling of the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called. Application disposed off. - CA(CAA)/06/KOB/2020 - - - Dated:- 5-10-2020 - Hon ble Shri Ashok Kumar Borah, Member (Judicial) For the Applicants : Shri S.M.Ameerul Millath, Advocate ORDER 1. Under consideration is the Company Application No. CA(CAA)/06/KOB/2020. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and advantageously with a larger asset base besides achievement of management efficiency, reduction in administrative cost, optimization of resources, enhanced flexibility in funding of expansion plans, improving profitability and stronger balance sheet of the merged company. The Scheme proposes that the Transferor Company (Mundassery Board and Paper Mills Privte Limited) be amalgamated with the Transferee Company (Kunnath Paper Mills Privte Limited), by transferring the assets and liabilities of the transferor company as defined in the said Scheme of Amalgamation to the transferee company. The amalgamation will result in usual economics of a centralized and a larger company including reduction in overheads, better and more productive utili ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .IBBI/RV/05/2019/10728 and submitted to the respective Companies by the said Valuer on 05.02.2020 as required under Section 230 of the Companies Act, 2013, which is also on record. 7. The Applicants in their Application submitted that the Transferor Company and the Transferee Company are the Companies under the same management with certain common directors and shareholders. Major shareholding in the Transferee Company is in the name of Transferor Company (48.37%). All the shareholders of the Transferor Company are also shareholders in Transferee Company. The amalgamation will enable the activities to be carried on more conveniently and advantageously with a larger asset base, besides achievement of management efficiency, reduction in adm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Separate affidavits sworn to by all these Secured Creditors, expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme are also produced. (c) Separate affidavits sworn by 94.18% of the Unsecured Creditors of the Transferee Company expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme are also produced. 10. Heard the arguments advanced by the learned counsel for the Applicant Companies Shri S.M.Ameerul Millath and thoroughly perused the whole documents attached with the Application. Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with calling of a meeting of Creditor or class of Cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s in Form No.CAA-3 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 read with Section 230(5) of the Companies Act, 2013. (iii) The Applicant Company No.2 / Transferor Company is directed to serve notice upon the Official Liquidator pursuant to Section 230(5) of the Companies Act, 2013. If no response is received by the Tribunal from the Official Liquidator within 30 days, it will be presumed that the Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (iv) The Applicant Companies are directed to present a Petition to this Tribunal in Form No.CAA-5 for sanction of the Scheme of Amalgamation of Kunnath ..... X X X X Extracts X X X X X X X X Extracts X X X X
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