9911796707
TMI Blog2020 (2) TMI 1508X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company/Applicant Company) and their respective Shareholders and Creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013. 2. The Counsel for the Applicant Company further submits that as per main objects clause in Memorandum of Association of Companies, NonApplicant is engaged in the business of Manufacturing, Selling, Marketing, Promoting, Purchasing of business including tangible assets, Sale, Supply, Distribution, after sale technical assistance and any other related and ancillary business activity and services in the field of diagnostic reagents and systems in the territory of India and abroad; Applicant Company is engaged in business to invent, explore, prototype, develop, manufacture, adapt, modify, buy, se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by reducing the number of legal entities engaged in similar nature of business, reducing the multiplicity of legal and regulatory compliances, rationalizing costs. ii) The independent operations of the Transferor Company and Transferee Company leads to incurrence of significant costs and the amalgamation would enable economies of scale by attaining critical mass and achieving cost saving. The amalgamation will thus eliminate a multi-layered structure and reduce managerial overlaps, which are necessarily involved in running multiple entities and also prevent cost duplication that can erode financial efficiencies of a holding structure and the resultant operations would be substantially cost-efficient. This Scheme would result in simplified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay of January 2019. The Board Resolution approving the Scheme of above-mentioned Applicant Company is annexed to the Application. 5. The Counsel for the Applicant Company further states that all the Equity Shareholders of the Applicant Company have given their consent by way of Affidavits for approval of the scheme and for dispensation of the shareholders meeting of the Applicant Company. 6. In view of the fact that all the Equity shareholders of the Applicant Company have given their consent affidavits, the meetings of the Equity Shareholders of the Applicant Company are hereby dispensed with. The Consent Affidavits of all the shareholders of the Applicant Company are annexed as Exhibit [A-6] to the Application. 7. The Counsel for the A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme. The rights of the creditors of the Applicant Company are not affected since there will be no reduction in their claims, and the assets of the Transferee Company, post-merger, will be more than sufficient to discharge their claims in the normal course of business without jeopardizing the rights of such creditors; d. The existence of the Transferee Company will remain as before without any reorganization to its shareholding pattern; e. Further, there is no compromise or arrangement with the members or creditors of the Transferee Company. Therefore, the proposed Scheme of Merger is not prejudicial to the interest of the shareholders or the creditors of the Transferee Company; The Counsel for the Applicant Company submits that in vie ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
