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TMI Blog2021 (9) TMI 116X X X X Extracts X X X X X X X X Extracts X X X X ..... nefits and interest therein stand transferred to and vested in and / or deemed to be transferred to and vested in the Transferee Company, as a going concern on a Slump Exchange basis, so as to become the properties and liabilities of the Transferee Company, in the manner provided for in the Scheme. 4. The First Applicant Company, i.e. Sahyadri Farmers Producer Company Limited ("Transferor Company" or "SFPCL") is a private limited farmer producer company incorporated under the Companies Act, 1956 on 27.12.2010 and its registered office is situated at Sr. No. 1102/08, Behind Police Head Quarter, Adgaon, Nashik, Maharashtra 422003. Its Corporate Identity Number ("CIN") is U01403MH2010PTC211392 and Permanent Account Number ("PAN") is AAPCS1516D. 5. The Second Applicant Company, i.e. Sahyadri Farms Post Harvest Care Limited ("Transferee Company" or "SFPHCL") is an unlisted public limited company incorporated under the Companies Act, 2013 on 21.08.2020 and has its registered office situated at Gat No 314/2/1, A/p Mohadi, Taluka Dindori, Nashik, Maharashtra 422207. Its CIN is U01111MH2020PLC344170 and PAN is ABECS2339G. 6. The Learned Counsel for the Applicant Companies submits that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anagement explore the full potential of the two businesses and provide focused leadership and management attention to both the businesses. e) Creation of an entity which specializes only in the Post-Harvest Care Business would attract investments from various private investors in the form of capital contribution and debt funding and over a period lead to creation of a strong and financial stable business. f) Growth and expansion of the Post-Harvest Care Business would help achieve economies of scale and thereby improve operational efficiency. This will enable the Transferee Company to compete on an equal footing with larger organizations/ companies in the world market; ..." 7. The Appointed Date as mentioned in the Scheme is 01.04.2021. 8. The consideration for the Scheme as provided in the Scheme, is reproduced hereinbelow: "... 5. Consideration 5.1. Upon the coming into effect of this Scheme and in exchange and vesting of the Post Harvest Care Business Undertaking by the Transferor Company to the Transferee Company as a going concern on a Slump Exchange basis, the Transferee Company shall issue 16,13,55,041 (Sixteen Crore, Thirteen Lakhs, Fifty Five Thousand a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pies of the Scheme and the said statement required to be furnished pursuant to section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the First Applicant Company at [email protected]. 12. The First Applicant Company undertakes to: (i) Issue notice convening meeting of the Equity Shareholders as per Form No CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (ii) Issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and (iii) Advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The undertaking is accepted. 13. Mr. Vilas Vishnu Shinde, Director of the First Applicant Company, failing whom, Mr. Mangesh Kisan Bhaskar, Director of the First Applicant Company is hereby appointed as the Chairperson for the meeting of the Equity Shareholders of the First Applicant Company. 14. Mr. Sunil Gajanan Nanal, (Membership No.: FCS 5977 CP No. 2809) and failing him, Ms. Vaishnavi Pawase (Membership No.: ACS 52380 CP No. 19265) of M/s. Kanj & Co LLP, Company Secretaries is hereby appo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Forty-Eight) hours before the aforesaid meetings, as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 19. The Chairperson shall file a compliance report not less than 7 (Seven) days before the date fixed for holding of the meeting of the Equity Shareholders of the First Applicant Company and report to this Tribunal that the directions regarding the issue of notice and advertisement have been duly complied with, as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 20. The Chairperson shall report to this Tribunal, the result of the aforesaid meeting within 30 (Thirty) days of the conclusion of the said Meeting of the Equity Shareholders of the First Applicant Company, and the said report shall be verified by his undertaking as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 21. The Learned Senior Counsel for the Applicant Companies submits that insofar as the Equity Shareholders of the Second Applicant Company is concerned, a meeting of the Equity Shareholders of the Second Applicant Company is not required to be held to consider, and if thought fit, to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny Scheme Application as Exhibit A18. The First Applicant Company is directed to issue notice to the remaining 287 creditors whose consents have not been obtained, through e-mail to their e-mail address or addresses as per the records and make efforts to obtain their consent. In view of this, the Bench hereby directs that the requirement of convening and holding a meeting of the unsecured creditors of the First Applicant Company is dispensed with. 25. The Learned Counsel for the Applicant Companies submit that there are no secured and unsecured creditors of the Second Applicant Company as on date of hearing of the present Company Scheme Application, and therefore the question of convening and holding the meeting of the unsecured creditors of the Second Applicant Company does not arise. 26. The Applicant Companies to serve notices upon (i) the Central Government through the Regional Director, Western Region, Ministry of Corporate Affairs; (ii) the Registrar of Companies at Mumbai; (iii) the Income Tax Authority at ACIT CIRCLE-1, Nashik (for First Applicant Company having PAN No. AAPCS1516D), and at ITO WARD 2(1), Nashik (for Second Applicant Company having PAN No. ABECS2339G) with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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