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TMI Blog2019 (11) TMI 1491X X X X Extracts X X X X X X X X Extracts X X X X ..... , hereinafter referred to as Scheme . The First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company, the Sixth Applicant Company and the Seventh Applicant Company are collectively hereinafter referred as the Transferor Companies . Whereas, the Transferor Companies along with the Eighth Applicant Company are hereinafter referred as the Applicant Companies . 2. The Counsel for the Applicant Companies states that the Board of Directors of Transferor Companies No. 1 to 4 in their respective meetings held on 20th June, 2019; the Board of Directors of the Transferor Companies No. 5 to 7 in their respective meetings held on 21st June, 2019; and the Board of Directors of the Transferee Company in the meeting held on 19th June, 2019 have approved the Scheme. The Appointed Date fixed under the Scheme is 1st April, 2019. 3. It is submitted that the Transferor Companies No. 1 to 7 and the Transferee Company have their respective registered office in the State of Maharashtra and hence are under the Jurisdiction of the Hon ble National Company Law Tribunal, Mumbai Bench, Mumbai. Accordingly, all the Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a. All the Transferor Companies are Wholly Owned Subsidiaries of the Transferee Company. The proposed Scheme of Amalgamation would result in consolidation of these Wholly Owned Subsidiaries with their Parent/Holding Company. b. The proposed Scheme of Amalgamation would result in business synergy, pooling of physical, financial and human resource of these Companies for the most beneficial utilization of these factors in the combined entity. c. Post Scheme, the Transferee Company will enjoy better financial and physical resources. The Scheme of Amalgamation will provide financial stability to the listed Transferee Company which will be beneficial to the public shareholders. d. The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth. e. The proposed amal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Amalgamation. Hence, consent of the Equity Shareholders of the Transferee Company is not required for the present Scheme of Amalgamation. Accordingly, the necessity of convening a meeting of the Equity Shareholders of the Transferee Company may be dispensed with. B. The sole Preference Shareholder of the Transferor Company No. 6 has given its written consent by way of affidavit as annexed at page no. 633 to 635 of the affidavit to the application. Therefore, the requirement of convening meeting of the Preference Shareholders of the Transferor Company No. 6 may be dispensed with. C. There is no Secured Creditor in the Transferor Companies No. 1 to 7. Therefore, there is no need to convene meetings of the Secured Creditors of the Transferor Companies No. 1 to 7. The Transferee Company has only 1 (one) Secured Creditor. The Counsel for the Applicants contends that the present Scheme of Amalgamation does not envisage any compromise or arrangement with the Creditors of the Applicant Companies. Moreover, all the Transferor Companies are the wholly owned subsidiaries of the Transferee Company. Hence, consent of the Secured Creditors of the Transferee Company is not require ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Companies No. 1 to 7 may be dispensed with. E. The Transferee Company has 4 (four) Un-secured Creditors. The Counsel for the Applicants contends that the present Scheme of Amalgamation does not envisage any compromise or arrangement with the Creditors of the Applicant Companies. Moreover, all the Transferor Companies are the wholly owned subsidiaries of the Transferee Company. Hence, consent of the Un-secured Creditors of the Transferee Company is not required for the present Scheme of Amalgamation. Accordingly, the necessity of convening a meeting of the Unsecured Creditors of the Transferee Company may be dispensed with. 8. This Tribunal directs that, in view of the consent affidavits given by the Equity Shareholders of the Transferor Companies No. 1 to 7, the requirement of convening meetings of the Equity Shareholders of the Transferor Companies No. 1 to 7, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, is dispensed with. 9. This Tribunal directs that, in view of the consent affidavit given by the sole Preference Shareholder of the Transferor Company No. 6, the requirement of convening meeting of the Preference Shareh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited was also brought to our notice. In view of the aforesaid, it is directed that the requirement of convening meetings of the Equity Shareholders, Secured Creditors and Un-secured Creditors of the Transferee Company, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with. 13. The Applicant Companies are directed to serve the notice along with a copy of the Scheme upon: (a) the Central Government through the office of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai; (b) the Registrar of Companies, Mumbai, Maharashtra; (c) the Income Tax Department [Transferor Company No. 1: PAN: AAA CB 0498 E, Ward 3(1)(2), Aayakar Bhawan, M. K. Road, New Marine Lines, Mumbai 400 020, Maharashtra; Transferor Company No. 2: PAN: AAA CG 1229 N, Ward 3(1)(4), Aayakar Bhawan, M. K. Road, New Marine Lines, Mumbai 400 020, Maharashtra; Transferor Company No. 3: PAN: AAA CS 7137 H, Ward 3(3)(3), Aayakar Bhawan, M. K. Road, New Marine Lines, Mumbai 400 020, Maharashtra; Transferor Company No. 4: PAN: AAA CG 1286 B, Ward 3(1)(2), Aayakar Bhawan, M. K. Road, New Marine Lines, Mumbai 400 020, Maharashtra; Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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