TMI Blog2021 (1) TMI 988X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies' assessments are made in terms to section 230(5) of the Act and as per Rule 8 Rules. If no response is received by the Tribunal from the regulatory authorities within 30 days of the date of receipt of the notice it will be presumed that the Authorities have no objection to the Scheme - the First Applicant Company is also directed to serve notice of Application along with a copy of the Scheme upon the Official Liquidator pursuant to Section 230(5) of the Act. Application allowed. - C.A. (CAA) 1122/MB-I/2020 And C.A. (CAA) 1124/MB-I/2020 - - - Dated:- 21-1-2021 - Hon ble Shri Harihar Prakash Chaturvedi (Member Judicial) And Hon ble Shri Shyam Babu Gautam (Member Technical) For the Applicant : Mr. Rashid Boatwalla a/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany i.e. the Transferee Company and its nominee. Both the Equity Shareholders have consented to the to the Scheme of Amalgamation. Consent Affidavits of the Equity Shareholders are annexed at Exhibit E-1 and Exhibit E-2 of the Company Application. Accordingly, the meeting of the Equity Shareholders of the Transferor Company be dispensed with. 7. That Counsel for the Applicant Companies submits that there are no Secured Creditors in Transferor Company and Transferee Company as mentioned in paragraph 25 and 28 of the respective Company Applications. 8. The Counsel for the Applicant Companies further submits that the Registered Offices of the Transferor Company and Transferee Company are in Mumbai. And it has filed separate Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 11. The Counsel for the Applicant Companies has contended that the present Scheme is an arrangement between the Transferor Company and the Transferee Company and their respective shareholders as contemplated under Section 230(1) (b) of the Companies Act 2013 as there is no compromise or arrangement with any of the Unsecured Creditors and the rights of the Secured Creditors would not be affected as there are no Secured Creditors and the rights of the Unsecured Creditors are not affected as all the Unsecured Creditors would be paid off in the ordinary course of business. 12. The Counsel for the Applicant Companies also contended that the proposed Scheme will be beneficial to the Transferor Company and the Transferee Company and their ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The synergies created by the amalgamation would increase operational efficiency and integrate business functions. 13. The Scheme is in the interest of and in no manner whatsoever prejudicial to the shareholders, creditors, lenders and various other stakeholders of respective companies. 14. The Counsel for Applicant Companies submits that: a. Being a merger of wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of the members of the Applicant Company is not affected since there will be no issue of shares pursuant to the Scheme and there would be absolutely no change in the Equity Share Capital of the Applicant Company. b. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be presumed that the Authorities have no objection to the Scheme. d. The First Applicant Company is also directed to serve notice of Application along with a copy of the Scheme upon the Official Liquidator pursuant to Section 230(5) of the Act. e. The Official Liquidator shall submit its report/representation to this Tribunal. If no representation is received by the Tribunal from the Official Liquidator within a period of thirty (30) days of the receipt of such notice, it would be presumed that the Official Liquidator has no objection to proposed Scheme. f. The Applicant Companies shall file compliance report, of the above directions, in not less than seven (7) days before the date fixed for holding of meetings, in the Registry, ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
