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TMI Blog2020 (2) TMI 1508X X X X Extracts X X X X X X X X Extracts X X X X ..... - - - Dated:- 18-2-2020 - Smt Suchitra Kanuparthi And Shri V. Nallasenapathy, JJ. For the Petitioner(s): Mr. Vinay J. Bhanushali ORDER V. Nallasenapathy, J. 1. The Counsel for the Applicant Company states that the present Scheme is a Scheme of Merger of wholly owned subsidiary namely, Fast Track Diagnostics Asia Private Limited (Transferor Company/Non - Applicant Company) by the holding company namely Siemens Healthcare Private Limited (Transferee Company/Applicant Company) and their respective Shareholders and Creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Company further submits that as per main objects clause in Memorandum of Association of Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... benefits: i) The Transferor and the Transferee Company are engaged in the similar nature of business. The Transferor Company is wholly owned subsidiary of Transferee Company and managed by same set of management, hence, after consolidation of both the companies in a single entity, management would be able to effectively manage the Transferor Company and Transferee Company as a single entity, which will provide several benefits including streamlined group structure by reducing the number of legal entities engaged in similar nature of business, reducing the multiplicity of legal and regulatory compliances, rationalizing costs. ii) The independent operations of the Transferor Company and Transferee Company leads to incurrence of signific ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rangement will provide greater integration and flexibility to the Transferee Company and strengthen its position in the industry, in terms of the asset base, revenues and service range. 4. The Counsel for the Applicant Company submits that the Board of Directors of the Applicant Company had approved the Scheme of Merger with effect from Appointed Date as 1st day of April 2019 vide Board Resolution dated 24th day of January 2019 and vide Board Resolution dated 25th day of January 2019. The Board Resolution approving the Scheme of above-mentioned Applicant Company is annexed to the Application. 5. The Counsel for the Applicant Company further states that all the Equity Shareholders of the Applicant Company have given their consent by wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e economic interest of the Transferor Company/Non-Applicant Company is held by the Applicant Company/Transferee Company. b. Since it is a merger of wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. The proposed Scheme will not result in any dilution in shareholding of the Transferee Company; c. The creditors of the Applicant Company are also not likely to be affected by the approval of the Scheme. The rights of the creditors of the Applicant Company are not affected since there will be no reduction in their claims, and the assets of the Transferee Company, post-merger, will be more than sufficient to discharge their claims in the normal course of bu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s upon all Regulatory authorities. 11. The Applicant Company is directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority for the Applicant Company in whose jurisdiction the Applicant Company s assessments are made; (ii) the Central Government through the office of Regional Director, Western region, Mumbai (iii) Registrar of Companies pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with a direction that the 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 Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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