TMI Blog2020 (10) TMI 175X X X X Extracts X X X X X X X X Extracts X X X X ..... reditors in any manner. The Appointed date of the said Scheme is 01st April, 2018 - The scheme does not require any modification as it appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law. All the statutory compliances have been made under section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme of Amalgamation between the Transferor Company and the Transferee Company was duly approved by the shareholders of respective companies. The Company Petitions are allowed and the scheme of Amalgamation annexed with the petition is hereby sanctioned which shall be binding on all the members, creditors and shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rials, cement steel, sand hardware, mechanical, electrical items etc. 3. The Transferee Company viz., M/s. Eversendai Constructions Private Limited, is a Private Limited Company, it was incorporated on 14.08.2009, under the Companies Act, 1956, having its registered office at Plot No. 1 2 (NP), the Lords, 5th Floor, Northern Extn Area, Thiruvika Industrial Estate, Ekkatuthangal, Guindy, Chennai-600032 in the state of Tamilnadu. The main objects of the Transferor Company is set out in clause III (a) of its Memorandum of Association (in short MoA ). The extract of the main objects, inter-alia to carry on the business or vocation of builders, contractors, engineering, design, detailing, manufacturing of building materials, cement, steel, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tional synergies to combined entity in hitherto untapped high growth segments for the Transferee Company can be put to the best advantage of all the stakeholders. It would be result in economies of scale, effective coordination and better control; and ii) Consolidation and simplification of group structure by eliminating multiple companies; and iii) The amalgamation will lead to backward integration and synergies of operations and a stronger and wider capital and financial base for future growth/expansion of Transferee Company along with diversification; and Since both the companies are into similar businesses, the consolidation will help to have full integration of activities; and iv) Cost savings are expected to flow from more fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es, staff, workmen and other employees of the Transferor Company. It is further submitted that as per clause 5.1 of part -C of the scheme has stated that the transferee company will pay the differential fee if any on the enhanced authorised capital after adjusting the fee paid by the Transferor Company. The Transferee Company may be directed to comply with the provisions of clause (i) of sub section (3) of the section 232 of the companies act, 2013 in respect of the payment of further fees for the enhanced authorised capital However, the RD has decided not to make any objection to the Scheme and submitted that the petition may be disposed of on merits. 8. With regard to observation made by the RD para 9 of his Report the Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme shows that the accounting treatment is in conformity with the established accounting standards. In short, there is no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 01st April, 2018. 12. The Petitioner Companies have stated that the scheme Proposed does not fall within the ambit of sections 5 and 6 of the Competition Act, 2002. 13. The scheme does not require any modification as it appears to be fair and reasonable, not contrary to public policy and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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