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TMI Blog2022 (4) TMI 783X X X X Extracts X X X X X X X X Extracts X X X X ..... Private Limited, Lakshya Vincom Private Limited, and Raghu Vinimay Private Limited (hereinafter referred to as the "Transferor Companies") with Hillman Milk Foods Private Limited (hereinafter referred to as the "Transferee Company") whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st April 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). The Petition has now come up for a final hearing. Counsel for the Petitioners submits as follows: - 1. The First Motion application seeking direction for dispensing of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors was filed bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also been filed by them on 13th January 2022. 3. No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). 4. The circumstances which justify and necessitate the said Scheme of Amalgamation are, inter alia, as follows: a) All the Transferor Companies and the Transferee Company are engaged in a similar kind of business. b) The Scheme of Amalgamation has been proposed to consolidate the group structure and provide advantages of synergies in business activities. c) The business of the Transferor Companies and the Transferee Company can be combined and carried forward conveniently with the combined strength of all the Petitioner Companies. d) The amalgamation will enable the amalgamated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned to pool their resources and to expand their activities. j) The said Scheme of Amalgamation will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages; k) The said Scheme of Amalgamation will have beneficial results for the Companies concerned, their shareholders, employees, and all concerned. 5. The Official Liquidator has filed his report dated 24th January 2022 and concluded as under: The Official liquidator on the basis of the information submitted by the Petitioner Companies is of the view that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interests of its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of note, which would reflect his mala fide intentions. Some of the objections do not even specify the correct provision of law. The objection only appears to be to scuttle the Schemes for whatever reasons. As per the proviso to sub-section 4 of section 230 of the company act, 2013 stipulates that 'Objection' to the compromise or arrangement shall be made only by a person holding not less than 10 percent of the shareholding or having outstanding debt amount not less than 5 percent of the total outstanding debt as per the latest audited Financial Statement. He has done similar things in the past also and Hon'ble National Company Law Tribunal, Kolkata Bench has taken a note of the same and passed an order stating that he has no lo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Rs. 82,40,131/- The particulars regarding names of the partners, total capital, and shares of each partner were not stated, which disclosures are required under Schedule III to the Companies Act, 2013. Paragraph No. 2(e) of Rejoinder: The Petitioners states that in accordance with the requirements of Schedule III to the Companies Act, 2013, the Transferor Company has duly disclosed the name of the partnership firm, Hillman Bakers, in the Financial Statement in which it has invested. The amount of capital is also disclosed in the Financial Statement. There are three partners in the said firm, the names along with the % age of share are stated below: 1. Kamal Kumar Mundhra -25% shares 2. Smt. Urmila Mundhra - 25% shares 3. M/s. L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ointed Date, without further act or deed, in the Transferee Company pursuant to Section 232(4) of the Companies Act, 2013 read with Companies (Compromise, Arrangements, and Amalgamation) Rules, 2016. c) All the debts, liabilities, duties, and obligations of the Transferor Companies be transferred from the said Appointed Date, without further act or deed to the Transferee Company pursuant to Section 232(4) of the Companies Act, 2013 Companies (Compromise, Arrangements, and Amalgamation) Rule, 2016. d) All the proceedings and/or suits and/or appeals now pending by or against the Transferor Companies shall be continued by or against the Transferee Company. e) The Transferee Company to issue and allot shares to the shareholders of the Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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