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TMI Blog2019 (9) TMI 1438X X X X Extracts X X X X X X X X Extracts X X X X ..... hrough franchise. The Transferor Company ceased to carry on any business with effect from the year 2018. It is further stated that the Transferee Company is engaged in the business of retailing of apparel and accessories in India. 3. It is stated that the rationale for the Scheme is that the Amalgamation would result in the following benefits to the Transferor Company and the Transferee Company: (a) The Transferor Company is a wholly owned subsidiary of the Transferee Company. (b) The business of the Transferor Company can be conveniently combined with the business of the Transferee Company and the amalgamation will reduce multiple companies by the consolidation of a wholly owned subsidiary company with its holding company. (c) The amalgamation will help to reduce administrative costs, avoid duplication of processes and result in internal economies and optimize profitability. (d) The integration proposed would enable cost savings, optimum utilization of available resources will make management control systems more efficient and effective which will enhance the management focus thereby not only leading to higher profitability but will also increase the shareholders ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rk, Thane-Belapur Road, Ghansoli, Navi Mumbai-400701 on 01.11.2019, Friday at 10.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Supreme Tradelinks Private Limited with Marks with Spencer Reliance India Private Limited. 9. That at least 30 days before the date of the said meeting of the Equity Shareholders of the Transferor Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Statement disclosing all material facts as required to be sent under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy be sent by Registered Post or hand delivery to all the Equity Shareholders at their respective registered or last known addresses as per records of the Transferor Company. 10. That at least 30 days before the meeting of the Equity Shareholders of the Transferor Company to be held as aforesaid, a Notice convening the said meeting at the place, day, date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 16. That the Transferor Company has 4 (four) Unsecured Creditors and one unsecured debenture holder (which is the Transferee Company), as set out in the Lists annexed marked Exhibits J-1 and J-2 to the Company Scheme Application No. 2522 of 2019. 17. It is ordered and directed that the meeting of Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company be convened and held at Reliance Corporate Park, Thane-Belapur Road, Ghansoli, Navi Mumbai-400701 on 01.11.2019, Friday, at 11.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Supreme Tradelinks Private Limited with Marks with Spencer Reliance India Private Limited. 18. That at least 30 days before the date of the said meeting of the Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Statement disclosing all material facts as required to be sent under Section 230(3) of the Companies Act, 2013 read ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on(s). 23. That the quorum for the meeting of Unsecured Creditors (including unsecured Debenture holders) shall be 2 (two) members personally present. 24. That voting by proxy or by authorised representative in case of a body corporate be permitted, provided that a proxy in the prescribed form or, as the case may be, authorization duly signed by the person entitled to attend and vote at the meeting, are filed with the Transferor Company at its Registered Office at 4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai- 400 002 not later than 48 hours before the commencement of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 25. That publication of the Notices of the said meetings of the Equity Shareholders and the Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company in the Government Gazette is dispensed with. 26. That the number and value of the shares and amount, the shareholders and creditors are entitled to shall be in accordance with the books/ register of the Transferor Company and where the entries in the books/ register are disputed, the Chairpe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the meeting of Equity Shareholders and Unsecured Creditors of the Transferee is not required. 32. The question of convening and holding of the meeting of Secured Creditors of the Transferee Company does not arise since there are no Secured Creditors of the Transferee Company as stated in paragraph No. 14 of the Company Scheme Application No. 2522 of 2019. 33. The question of convening and holding of the meeting of Preference Shareholders of the Transferee Company does not arise since there are no Preference Shareholders of the Transferee Company as stated in paragraph No. 13 of the Company Scheme Application No. 2522 of 2019. 34. That in compliance with sub-section (5) of Section 230 of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Applicant Companies shall send a Notice with a copy of the Scheme of Amalgamation alongwith explanatory statement and disclosures mentioned in Rule 6 to (i) the Central Government through the office of Regional Director, Western Region, Mumbai, (ii) concerned Income Tax Authority within whose jurisdiction the respective Company's assessment is made, quoting PAN number, an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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