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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 ..... , 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 Rs. 48,00,000/- divided into 48,0000/- equity shares of Rs. 10/- each. 3. The Applicant-Transferee Company is an Unlisted Private Limited Company. The Issued, Subscribed and Paid up Share Capital of Applicant-Transferee Company is Rs. 34,25,100/-. Divided into 34,251 equity shares of Rs. 10/- each. 4. The Registered Office of the Applicant Companies situated in the State of Gujarat, hence, the Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : 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. Reduce the managerial overlaps involved in operating multiple entities; ease and increase operational and management efficiency; integrate business functions; eliminate duplication and rationalization of administrative expenses, reduce regulatory compliance and multi-layer taxation of inter-se transaction leading to synergies in operations achieving efficiencies and economies of scale; c. Greater efficiency in cash management of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 conformity with the Applicable Accounting Standard as per section 133 of the companies Act, 2013. 10. It is also stated that the provisions of the Competition Commission Act, 2002 are not applicable to the present Scheme, hence, no notice is required to be served on the Competition Commission of India. 11. It is further stated that no compliance is required to be complied as per the provisions of FEMA Act in the present Scheme of Amalgamation in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Rs. 4,54,32,242/- and out of which more than 90% of the Unsecured Creditors, in terms of a value of the Applicant-Transferee Company, have given their consents by way of an affidavit agreeing to the Scheme of Amalgamation. The list of Unsecured Creditors as certified by Chartered Accountant is annexed with the application. 13. After narrating the above-mentioned facts, learned counsel for the Applicant Companies prayed for the following reliefs; I. To dispense with the meetings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 (Compromise, Arrangements, and Amalgamations) Rules, 2016, the Applicant Companies shall send a notice in Form No. CAA. 3 along with disclosures mentioned under Rule 6, to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, Gujarat (iii) the Income Tax authorities concerned, (iv) the Official Liquidator, and (v) Reserve Bank of India, stating that representations, if any, to be made by them be made within a period of 30 (thirty) days from the da ..... X X X X Extracts X X X X X X X X Extracts X X X X
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