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2020 (10) TMI 1111

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..... ro Foods Private Limited ("First Applicant Company/Demerged Company") to Vora Products Private Limited ("Second Applicant Company/Resulting Company") and their respective Shareholders (hereinafter referred as to "Scheme"). 3. Counsel for the Applicant Companies states that the Scheme has been approved by the Board of Directors of the Applicant Companies in their respective meetings held on 18 July 2020. The Appointed Date fixed under the Scheme is 1st day of April 2020. 4. Counsel for the Applicant Companies further submits that the First Applicant Company is primarily engaged in the business of manufacturing, processing, distribution of all types of food and food products, beverages and manufacturing, processing, distribution, import and .....

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..... . Additionally, the demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company would lead to significant benefits for the respective businesses of the Demerged Company and Resulting Company, including: a. Better operational management and focus on their respective business; b. Improvement in shareholder value in both the companies and c. Administrative convenience. 6. That there are 2 (Two) Equity Shareholders in the First Applicant Company and that the First Applicant Company has procured the consent affidavits, in writing agreeing to the Scheme from both the Equity Shareholders holding 100% of the issued, subscribed and paid up Share Capital of First Applicant Company annexed and marked as "Annexure .....

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..... ce with the provisions of Section 230(1)(a) of the Companies Act 2013 as there is no Compromise or Arrangement with Creditors as no sacrifice is called for. The rights of the Unsecured Creditors are not affected as all the Unsecured Creditors would be paid off in the ordinary course of business. In view of the fact that there is no compromise or arrangement with the creditors the meetings of the Unsecured Creditors is hereby dispensed with as prayed by the applicant companies. 11. However, this Bench hereby directs the Applicant Companies to issue notice to all its Unsecured Creditors, by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose e-mail addresses are duly registered with the Applicant Compa .....

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