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TMI Blog2020 (10) TMI 1111X X X X Extracts X X X X X X X X Extracts X X X X ..... Company and Second Applicant Company states that the present Scheme is a Scheme of Arrangement of Investment Division ( Demerged Undertaking ) of Mapro Foods Private Limited ( First Applicant Company/Demerged Company ) to Vora Products Private Limited ( Second Applicant Company/Resulting Company ) and their respective Shareholders (hereinafter referred as to Scheme ). 3. Counsel for the Applicant Companies states that the Scheme has been approved by the Board of Directors of the Applicant Companies in their respective meetings held on 18 July 2020. The Appointed Date fixed under the Scheme is 1st day of April 2020. 4. Counsel for the Applicant Companies further submits that the First Applicant Company is primarily engaged in the busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ooled with the resources of the Resulting Company, leading to better deployment of resources and more efficient utilization of capital by the Resulting Company. iv. Additionally, the demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company would lead to significant benefits for the respective businesses of the Demerged Company and Resulting Company, including: a. Better operational management and focus on their respective business; b. Improvement in shareholder value in both the companies and c. Administrative convenience. 6. That there are 2 (Two) Equity Shareholders in the First Applicant Company and that the First Applicant Company has procured the consent affidavits, in writing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rther submits that the present Scheme is an Arrangement between the Applicant Companies and their Shareholders as contemplated under Section 230(1)(b) of the Companies Act, 2013 and not in accordance with the provisions of Section 230(1)(a) of the Companies Act 2013 as there is no Compromise or Arrangement with Creditors as no sacrifice is called for. The rights of the Unsecured Creditors are not affected as all the Unsecured Creditors would be paid off in the ordinary course of business. In view of the fact that there is no compromise or arrangement with the creditors the meetings of the Unsecured Creditors is hereby dispensed with as prayed by the applicant companies. 11. However, this Bench hereby directs the Applicant Companies to is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, Arrangements and Amalgamations) Rules, 2016 within a period of thirty days from the date of receipt of such notice with the Tribunal and the copy of such representations shall simultaneously be served upon the Applicant Companies respectively failing which, it shall be presumed that the authorities have no representations to make on the proposed Scheme. The applicant companies shall host the notice on its websites. 13. The Applicant Companies shall file compliance report with the registry in regard to the directions given in this Order in lieu of customary affidavit of service, due to lockdown situation prevailing now proving dispatch of notices to relevant Creditors of the Applicants and service of notice to the regulatory authoritie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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