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TMI Blog2021 (7) TMI 616X X X X Extracts X X X X X X X X Extracts X X X X ..... Appellant : Shivram Ganeshan ORDER 1. The instant application is filed jointly by two Applicant Companies, namely, M/s. Swayambhu Leasing and Finance Limited (hereinafter referred to as Applicant - Transferor Company ) and M/s. Himson Knitting Industries Private Limited (hereinafter referred to as Applicant - Transferee Company ) under Section 230-232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 seeking dispensation of the meeting of Equity Shareholders, creditors of the Applicant Companies for the proposed scheme of amalgamation. 2. The Applicant-Transferor Company is an Unlisted Public Limited Company. The Issued, Subscribed and Paid up Share Capital of Applicant-Transferor Company is ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ars has no business activity (other than the investment made in the listed/unlisted company) and as on date, does not owe any liability nor has any employees. Accordingly, if the Transferor Company is merged with the Transferee Company, there will not be any adverse effect on the Transferee Company. 7. The rationale of the Scheme for the proposed Scheme of Amalgamation would inter alia result into the following benefits: a. The scheme shall provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the scheme will enable optimal utilization of existing resources and provide an opportunity to fully leverage assets, capabilities, experience, and infrastructure of the company; b. Red ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gamation at their respective Board Meetings held on 30th November 2020. The Copies of Board Resolutions passed on 30th November 2020 are annexed with the application. The Applicant Companies have also obtained a Valuation Report recommending Equity Share Exchange ratio from a registered valuer Mr. Akash Premkumar Agarwal (Registered number IBBI/RV/06/2020/12862) and the same is also annexed with the application. 9. It is further stated that no investigations are pending under Section 206 to 229 or chapter XIV or any other provisions of the Companies Act, 2013 against any of the Applicant Companies. The Statutory Auditors of the Transferee Company has provided the certificate confirming the proposed, Accounting Treatment being in conformi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lgamation. III. There are no Secured Creditors in the Applicant-Transferor Company as well as Applicant-Transferee Company. Applicant Companies have also produced the certificate of Chartered Accountant to the aforesaid fact with the application. Therefore, it is submitted that meetings of the Secured Creditors of the Applicant-Transferor Company as well as Applicant-Transferee Company are not required to be held. IV. There are no unsecured creditors in the Applicant-Transferor Company, hence, the meetings of unsecured creditors of the Applicant-Transferor Company are not required to be held and convened with. V. It is submitted that there are 42 Unsecured Creditors of Applicant-Transferee Company valuing of ₹ 4,54,32,2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... well as Applicant-Transferee Company is hereby dispensed with. ii. The Applicant Companies have no Secured Creditors. Therefore, the meeting of Secured Creditors of the Applicant Companies is not required to be convened. iii. The Applicant-Transferor has no Unsecured Creditors. Therefore, the meeting of Unsecured Creditors of the Applicant-Transferor Company is not required to be convened. iv. In view of the consent affidavits received from more than 90% of the Unsecured Creditors and in terms of the value of the Applicant-Transferee Company, the meeting of Unsecured Creditors of the Applicant-Transferee Company is hereby dispensed. v. In compliance with sub-section (5) of Section 230 and Rule 8 of the Companies (Compro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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