9911796707
TMI Blog2019 (11) TMI 1491X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany and the Seventh Applicant Company are collectively hereinafter referred as "the Transferor Companies". Whereas, the Transferor Companies along with the Eighth Applicant Company are hereinafter referred as "the Applicant Companies". 2. The Counsel for the Applicant Companies states that the Board of Directors of Transferor Companies No. 1 to 4 in their respective meetings held on 20th June, 2019; the Board of Directors of the Transferor Companies No. 5 to 7 in their respective meetings held on 21st June, 2019; and the Board of Directors of the Transferee Company in the meeting held on 19th June, 2019 have approved the Scheme. The Appointed Date fixed under the Scheme is 1st April, 2019. 3. It is submitted that the Transferor Companies No. 1 to 7 and the Transferee Company have their respective registered office in the State of Maharashtra and hence are under the Jurisdiction of the Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai. Accordingly, all the Transferor Companies No. 1 to 7 and the Transferee Company are the joint Applicants in the present Application. 4. The Counsel for the Applicant Companies further submits that the Applicant Transferor Company No. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company. b. The proposed Scheme of Amalgamation would result in business synergy, pooling of physical, financial and human resource of these Companies for the most beneficial utilization of these factors in the combined entity. c. Post Scheme, the Transferee Company will enjoy better financial and physical resources. The Scheme of Amalgamation will provide financial stability to the listed Transferee Company which will be beneficial to the public shareholders. d. The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth. e. The proposed amalgamation would enhance the shareholders' value of the Transferor and the Transferee Companies. f. The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isage any compromise or arrangement with the Creditors of the Applicant Companies. Moreover, all the Transferor Companies are the wholly owned subsidiaries of the Transferee Company. Hence, consent of the Secured Creditors of the Transferee Company is not required for the present Scheme of Amalgamation. Accordingly, the necessity of convening a meeting of the Secured Creditors of the Transferee Company may be dispensed with. D. Status of the consent of Unsecured Creditors of the Transferor Company No. 1 to 7 are summarized below: Company No. of Un-secured Creditors Consent Given Percentage of the total value Page No. Page No. Transferor Company No. 1 3 1 Constituting 95.75% of the total value 187-188 189-190 Transferor Company No. 2 3 1 Constituting 79.26% of the total value 268-269 270-271 Transferor Company No. 3 4 3 Constituting 99.85% of the total value 359-360 361-368 Transferor Company No. 4 1 All Constituting 100% of the total value 477-478 479-480 Transferor Company No. 5 4 2 Constituting 91.53% of the total value 563-564 565-569 Transferor Company No. 6 8 57 Constituting 98.85% of the total value 638-639 640-652 Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 1 to 7 and averments made during the course of hearing, the requirement of convening meetings of the Un-secured Creditors of the Transferor Companies No. 1 to 7, for the purpose of considering and if thought fit approving the proposed Scheme of Amalgamation, are dispensed with. 12. Further, in relation to Gold Rock Investments Ltd, being the Transferee Company, it is submitted that the Transferee Company has 103 (one hundred three) Equity Shareholders. It is represented that the Transferee Company has 1 (one) Secured Creditor and 4 (four) Un-secured Creditors. However, in view of the fact that the present Scheme of Amalgamation does not envisage any compromise or arrangement with the Shareholders and Creditors and that all the Transferor Companies are the wholly owned subsidiaries of the Transferee Company, consents of the Equity Shareholders, Secured Creditors and Un-secured Creditors of the Transferee Company may not be required for the present Scheme of Amalgamation. Our attention is drawn to the precedents of co-ordinate bench, National Company Law Tribunal, New Delhi in case of Berkeley Design Automation India Private Limited with Mentor Graphics (India) Private Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, Dalal Street, Fort, Mumbai 400 001, Maharashtra; (e) the Securities and Exchange Board India, SEBI Bhavan BKC, Plot No. C4-A, 'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051; (f) the Reserve Bank of India, Department of Non-banking Supervision (DNBS), 3rd Floor, RBI Building, Opp. Mumbai Central Railway Station, Near Maratha Mandir, Byculla, Mumbai 400 008, Maharashtra, with a direction that they may submit their representation(s), if any, within a period of 30 (thirty) days from the date of receipt of such notice to the Tribunal and a copy/ies of such representation(s) shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representation(s) to make on the Scheme of Amalgamation as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 14. The Applicant Companies No. 1 to 7 are also directed to serve notice upon the Official Liquidator, Mumbai pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s Jitendra Chablani & Co., Chartered ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
