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TMI Blog2020 (2) TMI 1519X X X X Extracts X X X X X X X X Extracts X X X X ..... 230(1) and 232(1) of the Companies Act, 2013 filed by the Applicant Companies, namely (1) Aditya Marketing Manufacturing Private Limited, the Applicant No.1 above named ( Transferor Company ) and (2) Umang Commercial Company Private Limited, the Applicant No.2 above named ( Transferee Company ) in connection with the Scheme of Amalgamation of Aditya Marketing Manufacturing Private Limited, being the Applicant Company No.1 above named (hereinafter referred to as the Transferor Company ) with Umang Commercial Company Private Limited, being the Applicant No.2 abovenamed (hereinafter referred to as the Transferee Company ) whereby and whereunder the entire undertaking of the Transferor Company together with all Property, rights, powers an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onducting trade on more favourable terms. (d) The business of the amalgamated entity will also be carried on more efficiently and economically as a result, inter alia, of pooling and more effective utilisation of the combined resources of the said companies and reduction in costs and expenses which will be facilitated by and follow the amalgamation. As such the amalgamation of the Transferor Company with the Transferee Company will enable greater realisation of the potential of the businesses of the Transferor Company and the Transferee Company in the merged entity, (e) The Scheme is proposed to the advantage of the Transferor Company and the Transferee Company and will have beneficial results for the said Companies, their shareholder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents annexed to the application and affidavits filed in the instant proceedings and after hearing the submissions made on behalf of the applicants the following orders are passed. ORDER l. In view of the consents given in affidavit form by the Preference Shareholders of the Transferor Company, the requirement of convening and holding of separate meetings of the Preference shareholders of the Transferor Company is dispensed with. Il. In view of the fact that the Transferee Company and Transferor Companies have Nil Secured Creditor verified by Auditors Certificate, the requirement of convening and holding separate meetings of Secured Creditor of the Tranferee Company Transferor Company does not arise. IIl. Separate meetings of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quity Shareholders and Unsecured Creditors to be held as aforesaid, notices convening the said meetings, including a copy of the said Scheme, a copy of the statement required to be sent under the provisions of the Companies Act, 2013 disclosing necessary details and the prescribed form of proxy shall be sent to each of the said Equity Shareholders and Unsecured Creditors of the Applicant Companies, by post or air mail or courier or through personal messenger at their respective or last known addresses. VII. The quorum for the said meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Companies shall be fixed in accordance with Section 103 (1)(9) of the Companies Act, 2013 present either in person or by proxy. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iations as required in the circumstances and in relation to the resolution for approval of the Scheme. XII. The cut-off date for determining the eligibility of unsecured creditors of Applicants to vote shall be 27 March, 2020. The votes cast shall be reckoned and scrutinized with reference to the said date. XIII. The Equity Shareholders and Unsecured Creditors of the Applicant Companies shall be given the option of voting on the resolution for approval of the Scheme by casting their votes personally or by proxy at the venue of the meeting. XIV. Voting shall be allowed on the proposed Scheme by proxy, as aforesaid, at the venue of the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Companies provided th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n relation to conduct of the meetings, including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter, including an amendment to the Scheme, if any proposed by any person(s). XVII. The resolution for approval of the Scheme of Amalgamation shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholders and Unsecured Creditors casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of the said meeting of such shareholders and unsecured creditors of the Applicants under Section 230(1) read with Section 232(1) of the Companies Act, 2013. XVIII. The Applicants to file an affidavit proving service of notices o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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