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TMI Blog2019 (9) TMI 1438X X X X Extracts X X X X X X X X Extracts X X X X ..... parel and accessories in India. 3. It is stated that the rationale for the Scheme is that the Amalgamation would result in the following benefits to the Transferor Company and the Transferee Company: (a) The Transferor Company is a wholly owned subsidiary of the Transferee Company. (b) The business of the Transferor Company can be conveniently combined with the business of the Transferee Company and the amalgamation will reduce multiple companies by the consolidation of a wholly owned subsidiary company with its holding company. (c) The amalgamation will help to reduce administrative costs, avoid duplication of processes and result in internal economies and optimize profitability. (d) The integration proposed would enable cost savings, optimum utilization of available resources will make management control systems more efficient and effective which will enhance the management focus thereby not only leading to higher profitability but will also increase the shareholders' value of both companies. (e) In furtherance of its aforesaid objects and in view of the existence of business synergies between the Transferee Company and the Transferor Company and to enhance shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of Supreme Tradelinks Private Limited with Marks with Spencer Reliance India Private Limited. 9. That at least 30 days before the date of the said meeting of the Equity Shareholders of the Transferor Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Statement disclosing all material facts as required to be sent under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy be sent by Registered Post or hand delivery to all the Equity Shareholders at their respective registered or last known addresses as per records of the Transferor Company. 10. That at least 30 days before the meeting of the Equity Shareholders of the Transferor Company to be held as aforesaid, a Notice convening the said meeting at the place, day, date and time as aforesaid and stating that copies of the Scheme of Amalgamation and the Statement under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n No. 2522 of 2019. 17. It is ordered and directed that the meeting of Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company be convened and held at Reliance Corporate Park, Thane-Belapur Road, Ghansoli, Navi Mumbai-400701 on 01.11.2019, Friday, at 11.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Supreme Tradelinks Private Limited with Marks with Spencer Reliance India Private Limited. 18. That at least 30 days before the date of the said meeting of the Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Statement disclosing all material facts as required to be sent under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy be sent by Registered Post or hand delivery to all the Unsecured Creditors (including unsecured Debenture holders) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mitted, provided that a proxy in the prescribed form or, as the case may be, authorization duly signed by the person entitled to attend and vote at the meeting, are filed with the Transferor Company at its Registered Office at 4th Floor, Court House, Lokmanya Tilak Marg, Dhobi Talao, Mumbai- 400 002 not later than 48 hours before the commencement of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 25. That publication of the Notices of the said meetings of the Equity Shareholders and the Unsecured Creditors (including unsecured Debenture holders) of the Transferor Company in the Government Gazette is dispensed with. 26. That the number and value of the shares and amount, the shareholders and creditors are entitled to shall be in accordance with the books/ register of the Transferor Company and where the entries in the books/ register are disputed, the Chairperson of the respective meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. 27. The Chairperson of the respective meetings to file an Affidavit before the Tribunal not less than 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company as stated in paragraph No. 14 of the Company Scheme Application No. 2522 of 2019. 33. The question of convening and holding of the meeting of Preference Shareholders of the Transferee Company does not arise since there are no Preference Shareholders of the Transferee Company as stated in paragraph No. 13 of the Company Scheme Application No. 2522 of 2019. 34. That in compliance with sub-section (5) of Section 230 of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Applicant Companies shall send a Notice with a copy of the Scheme of Amalgamation alongwith explanatory statement and disclosures mentioned in Rule 6 to (i) the Central Government through the office of Regional Director, Western Region, Mumbai, (ii) concerned Income Tax Authority within whose jurisdiction the respective Company's assessment is made, quoting PAN number, and (iii) the Registrar of Companies, stating that representations, if any, to be made by them shall be made within a period of 30 (thirty) days from the date of receipt of such Notice, failing which, it shall be presumed that the authorities have no representation to make on t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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