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TMI Blog2022 (2) TMI 1018X X X X Extracts X X X X X X X X Extracts X X X X ..... stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ( Act ) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation of Jaykaycem (Central) Limited, being the Applicant Company abovenamed ( Transferor Company ) with J.K. Cement Limited ( Transferee Company ). The Appointed Date of the Scheme has been fixed as 1st April 2021. 2. Ld. Counsel appearing for the Applicant/Transferor Company submits as follows:- (a) The Applicant/Transferor Company is a wholly owned (100%) subsidiary of the Transferee Company. (b) The Applicant/Transferor Company is an unlisted Companies having (a) only one class of shareholders, viz. Eq ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee Company. By virtue of the Scheme, there will be no change in control and management of the Transferee Company. The aggregate assets of the Transferor Company and the Transferee Company are also more than sufficient to meet all their liabilities. The rights of the shareholders and creditors of the Transferee Company are thus not affected in any manner whatsoever by the Scheme. (f) Since there is no compromise or arrangement whatsoever between the Transferee Company and any classes of persons within the meaning of Sections 230 or 232 of the Companies Act, 2013, the Applicant/Transferor Company submits that no application or proceedings for sanction of the Scheme under the said Sections or any other provisions of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 2013 are dispensed with, in view of all such Equity Shareholders and 95.80% in value of the Unsecured Creditors of the Applicant/Transferor Company having already considered and given their consent to the Scheme. (b) It is directed that the Transferee Company is not required to file any petition for sanction of the Scheme as there is no compromise or arrangement whatsoever between the Transferee Company and any classes of persons within the meaning of Sections 230 or 232 of the Companies Act, 2013; 5. Notice under Section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall be served on ..... X X X X Extracts X X X X X X X X Extracts X X X X
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