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TMI Blog2020 (11) TMI 1002X X X X Extracts X X X X X X X X Extracts X X X X ..... es for mer-ger of Primesec Investments Limited ('PIL' or 'the Transferor Company 1' or 'First Applicant Company') and Prime Commodities Broking (India) Limited ('PCBIL' or 'the Transferor Company 2' or 'Second Applicant Company') with and into Prime Securities Limited ('PSL' or 'the Trans-feree Company' or 'Third Applicant Company') and their respective Shareholders. 2. The Counsel for the Applicant Companies submits that First Applicant is, inter alia, engaged in the business activities that includes restruc-turing advisory services which includes refinancing of debt, advisory assignments relating to insolvencies under the IBC cases, etc. 3. The Counsel for the Applicant Companies submits that Second Appli-cant Company is engaged in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out in this Scheme can provide benefits to the shareholders / stakeholders as under: i. Under this Scheme, if approved, the Company will represent its true and fair financial position; ii. The Scheme will enable the Company to explore opportunities for the benefit of the shareholders of the Company including in the form of dividend payment as per the applicable provisions of the Companies Act, 2013; iii. The Scheme would not have any impact on the shareholding pattern and the capital structure of the Company; iv. The Scheme will enable the Company to use the amount lying in the Capital Reserve, Securities Premium and General Reserve of the Company; and v. The Scheme does not involve any financial outlay / outgo and therefore, wou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Second Applicant Company each. The Counsel for the Applicant Companies further submits that the First Applicant Company and Second Applicant Company have ob-tained consent affidavits from all the Equity Shareholders, which is an-nexed as Exhibit 'I1' and 'I2' to the Company Scheme Application. 9. In view of the fact that all the Equity Shareholders of the First Applicant Company and Second Applicant Company have filed their consent affi-davits, the meetings of the Equity Shareholders of the First Applicant Company and Second Applicant Company are hereby dispensed with. 11. The Counsel for the Applicant Companies submits that there are no secured creditors in the First Applicant Company and Second Applicant Company. In view of the above, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany (held directly and jointly with the nominee shareholders), which will not result in any dilution in shareholding of the Transferee Company. b. The rights of the Creditors of the Transferee Company are not affected since there will be no reduction in their claims and the as-sets of the Transferee Company, post amalgamation, will be sufficient to discharge their claims. c. The existence of the Third Applicant Company will remain as be-fore without any change either to its shareholding pattern or debt position pursuant to the Scheme of the Arrangement; d. No undertaking of the Third Applicant Company is being parted away or being disposed of and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hra Pradesh in the case of Nebula Motors Ltd., In re 45 SCL 143. This Hon'ble Tribunal in CSA No 243 of 2017 in the matter of Housing De-velopment Finance Corporation Limited, in CSA No. 915 of 2017 in the matter of Godrej Consumer Products Limited, in CSA No. 899 of 2017 in case of Mahindra CIE Automotive Limited, in CSA No. 1019 of 2017 in case of Godrej Properties Limited, in CSA No. 1615 of 2018 in case of Dolvi Minerals and Metals Private Limited, in CSA No. 396 of 2019 in case of JSW Logistics Infrastructure Private Limited, in CSA No. 3123 of 2019 in case of Jai Realty Ventures Limited. The Counsel for the Applicant Companies submits that the facts in the present case are similar to the facts of above case therefore, no meetings of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... opy of such representations shall simultaneously be served upon the Applicant Companies failing which, it shall be presumed that the authorities have no representations to make on the proposals. 18. Additionally, the First Applicant Company and Second Applicant Com-pany are also directed to serve notice containing documents as above upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrange-ments and Amalgamations) Rules, 2016. If no representation/ re-sponse is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/ ob-jec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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