TMI Blog2017 (10) TMI 1566X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Registry that directions contained in clause 7 have been complied with. - Company Scheme Application No. 915 of 2017 - - - Dated:- 5-10-2017 - Hon ble Mr. B.S.V. Prakash Kumar, Member (J) And Hon ble Mr. V. Nallasenapathy, Member (T) For the Applicant : Mr. Hemant Sethi i/b Hemant Sethi Co. ORDER Per: B.S.V. Prakash Kumar (J) 1. The Counsel for the Applicant states that the present Scheme is a Scheme of Amalgamation of wholly owned subsidiary companies namely, Godrej Consumer Products US Holding Limited ('Transferor Company 1') and Godrej Consumer Products Mauritius Limited ( Transferor Company 2 ) with their holding company namely, Godrej Consumer Products Limited ( the Applicant Company or the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onsolidation of financials at the group level. 5. The Applicant Company respectfully submits that: a) The Transferee Company, directly and indirectly, has 100% holding in the Transferor Company | and the Transferor Company 2; b) Since it is a merger of wholly owned subsidiary companies into their holding company, no shares would be issued or allotted as consideration pursuant to the merger. The proposed Scheme will not result in any dilution in shareholding of the public shareholders of the Transferee Company; c) The existence of the Transferee Company will remain as before without any change either to its shareholding pattern or debt position pursuant to the Scheme; d) No undertaking of the Applicant Company is being parte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Company will file petition and comply with the provisions of service of notices upon all Regulatory Authorities. 7. The Applicant Company is accordingly directed to serve notices along with the documents as mentioned (a) the draft of the proposed terms of the Scheme drawn up and adopted by the Board of Directors; (b) confirmation that a copy of the draft Scheme has been filed with the Registrar; (c) a report adopted by the Directors of the Applicant Company explaining the effect of the amalgamation on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties; (d) the report of the expert with regard ..... X X X X Extracts X X X X X X X X Extracts X X X X
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