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TMI Blog2020 (1) TMI 1493X X X X Extracts X X X X X X X X Extracts X X X X ..... ng Company ) and amalgamation of Privi Organics India Limited ( Transferor Company ) with Fairchem Speciality Limited. 2. The Counsel for the Applicants submit that the First Applicant Company is engaged in the business of manufacturing, supplying and exporting of speciality oleo chemicals (natural source) and neutraceuticals (natural source) made from byproducts generated from processing of crude vegetable oil refineries, including vegetable oil based fatty acid distillate and acid oils. The Second Applicant Company is authorized by its memorandum of association to inter alia carry on the business of processing by-products / waste products generated during refining of any kind of edible or non-edible vegetable oils and manufacture various kinds of fatty acids, nutraceuticals intermediates and / or their derivatives utilizing chemical, solvents, catalysts or physical process. The Second Applicant Company is an unlisted public company and the entire share capital of the Second Applicant Company is held by the First Applicant Company and its nominees. The Second Applicant Company has not yet commenced any business operations. The Third Applicant Company is in the business of deve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imize shareholders value. The Scheme will create enhanced value for shareholders and allow a focused strategy and specialisation for sustained growth, which would be in the best interest of all the stakeholders and the persons connected with the aforesaid companies. The Scheme will not, in any manner, be prejudicial to the interests of the concerned shareholders and creditors or general public at large. 4. The Board of Directors of the First Applicant Company, the Second Applicant Company and the Third Applicant Company, in their respective Board meetings held on May 22, 2019 approved the proposed Composite Scheme of Arrangement and Amalgamation. Subsequent to change of registered office address of First Applicant Company and the observation letters received from BSE Limited and National Stock Exchange of India Limited, the authorized scheme committee of the First Applicant Company in its meeting held on September 24, 2019 , of the Second Applicant Company in its meeting held on September 25, 2019 of the Third Applicant Company in its meetings held on August 28, 2019 and on September 25, 2019 approved modification in the draft scheme in respect of change of address of the Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of its Advocates, M/s Hemant Sethi Co., 309 New Bake House, Maharashtra chamber of Commerce Lane, Kala Ghoda, Fort, Mumbai 400001. 8. That the Notice of the Meeting shall be advertised in two local newspapers viz. Business Standard in English and Maharashtra Times in Marathi, both circulated in Mumbai not less 30 days before the date fixed for the meeting. 9. That Mr. Utkarsh Shah, Director of the First Applicant Company, and failing him, Mr. Nahoosh Jariwala, Managing , Director of the First Applicant Company shall be the Chairman of the aforesaid meeting of the Equity Shareholders of the First Applicant to be held on February 25, 2020 at 4.30 P.M or any adjournment or adjournments thereof. 10. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. The said Chairman shall have all powers as per Articles of Association and also under the Companies Act 2013 in relation to the conduct of the meetings, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the meetings by any person(s). 11. That the quorum of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment between the Applicant Companies and their respective shareholders in accordance with the provisions of Section 230(1)(b) of the Companies Act, 2013 meetings of the creditors is not required to be held as there is no Compromise and/or Arrangement with the creditors as no sacrifice is called for and accordingly the meeting of the creditors be dispensed. This Bench hereby directs that the First and Third Applicant Companies to issue notices to all its Creditors to whom the amounts are due and payable as required under Section 230(3) of the Companies Act, 2013 by R.P.A.D./Speed Post/Email with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy 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. 20. The Counsel for the Applicants submit that there are no Creditors in the Second Applicant Company therefore the question of sending notices does not arise. 21. The Applicant Companies are hereby directed to serve notices along with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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