TMI Blog2020 (11) TMI 1002X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. The Counsel for the Applicant Companies submits that the present Scheme is a Scheme of Arrangement presented under Sections 230 to Section 232 of the Companies Act, 2013. The Scheme provides for mer-ger of Primesec Investments Limited ( PIL or the Transferor Company 1 or First Applicant Company ) and Prime Commodities Broking (India) Limited ( PCBIL or the Transferor Company 2 or Second Applicant Company ) with and into Prime Securities Limited ( PSL or the Trans-feree Company or Third Applicant Company ) and their respective Shareholders. 2. The Counsel for the Applicant Companies submits that First Applicant is, inter alia, engaged in the business activities that includes restruc-turing advisory services which inclu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iv. Consolidation and simplification of the Group structure and reduction of administrative costs at the Group level; c. Reduction of capital and reorganisation of reserves of the Transferee Company in the manner set out in this Scheme can provide benefits to the shareholders / stakeholders as under: i. Under this Scheme, if approved, the Company will represent its true and fair financial position; ii. The Scheme will enable the Company to explore opportunities for the benefit of the shareholders of the Company including in the form of dividend payment as per the applicable provisions of the Companies Act, 2013; iii. The Scheme would not have any impact on the shareholding pattern and the capital structure of the Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Shareholders. The Appointed Date of the Scheme is 1st April, 2020. 8. The Counsel for the Applicant Companies submits therein that there are Seven (7) Equity Shareholders (including six (6) nominee share-holder) in the First Applicant Company and Second Applicant Company each. The Counsel for the Applicant Companies further submits that the First Applicant Company and Second Applicant Company have ob-tained consent affidavits from all the Equity Shareholders, which is an-nexed as Exhibit I1 and I2 to the Company Scheme Application. 9. In view of the fact that all the Equity Shareholders of the First Applicant Company and Second Applicant Company have filed their consent affi-davits, the meetings of the Equity Shareholders of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsferee Company and reduction of the share capital and reorganization of reserves of the Transferee Company. No shares of the Transferee Company shall be allotted in lieu or exchange of the holding of the Transferee Company in the First Applicant Company and Second Applicant Company (held directly and jointly with the nominee shareholders), which will not result in any dilution in shareholding of the Transferee Company. b. The rights of the Creditors of the Transferee Company are not affected since there will be no reduction in their claims and the as-sets of the Transferee Company, post amalgamation, will be sufficient to discharge their claims. c. The existence of the Third Applicant Company will remain as be-fore without any change ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s also been taken by the Delhi High Court in the case of Sharat Hardware Industries P. Ltd., in re (1978) 48 Com Cas 23, Hon ble High Court of Madras in the case of Santhanalakshmi Investments (P) Ltd., In re (2005) 129 Com-pany Cases page 789 to 792 and the Hon ble High Court of Andhra Pradesh in the case of Nebula Motors Ltd., In re 45 SCL 143. This Hon ble Tribunal in CSA No 243 of 2017 in the matter of Housing De-velopment Finance Corporation Limited, in CSA No. 915 of 2017 in the matter of Godrej Consumer Products Limited, in CSA No. 899 of 2017 in case of Mahindra CIE Automotive Limited, in CSA No. 1019 of 2017 in case of Godrej Properties Limited, in CSA No. 1615 of 2018 in case of Dolvi Minerals and Metals Private Limited, in CSA No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Securities and Exchange Board of India, (v) Bombay Stock Ex-change, (vi) National Stock Exchange with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies failing which, it shall be presumed that the authorities have no representations to make on the proposals. 18. Additionally, the First Applicant Company and Second Applicant Com-pany are also directed to serve notice containing documents as above upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromise ..... X X X X Extracts X X X X X X X X Extracts X X X X
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