TMI Blog2021 (9) TMI 792X X X X Extracts X X X X X X X X Extracts X X X X ..... dertaking of the Transferor Companies together with all assets and liabilities relating thereto as going concerns are proposed to be transferred to and vested in the Transferee Company on the terms and conditions stated in the Scheme of Amalgamation, a copy whereof is annexed with the Application and marked as Annexure E). 3. It has been stated in the Application that all the Applicant Companies are in the same management and are controlled and managed by the same promoter group. 4. The Scheme of Amalgamation has been proposed to consolidate the group structure and provide advantages of synergies in business activities. 5. The amalgamation will allow the business to be carried forward with the combined strength of the applicant companies. 6. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company. 7. The amalgamation will result in usual economies of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources and the business of the companies can be conveniently and advantageously combined together ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that date is annexed with the Application and marked as Annexure I and Annexure J respectively. 20. Each and every shareholder of the Applicant Companies have considered the Scheme of Amalgamation and have given their consent in writing agreeing to the Scheme of Amalgamation and also consenting to waive the holding of the meeting of the shareholders of the concerned Applicant Companies. 21. The copies of the consent letters of the equity shareholders along with their respective affidavit of all the Applicant Companies are annexed with the application and collectively marked as Annexure I and Annexure J respectively. 22. The Secured Creditor of the Transferee Company have considered and agreed in writing to the Scheme of Amalgamation and have also consented to waiving the holding of the meeting of Secured Creditor of the Transferee Company concerned. 23. There are NIL secured creditors and NIL unsecured creditors in all the Transferor Companies. 24. There are 1 (One) secured creditor and has 360 (three hundred sixty) unsecured creditors in the Transferee Company. 25. The statutory auditors of each of the Applicant Companies have given certificate certifying ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Scheme of Arrangement; iv) That at least 30(thirty) clear days before the meeting to be held as aforesaid, an advertisement convening the same indicating the day, date, time and the venue of the said meeting of the Unsecured Creditors of the Balgopal Food Products Private Limited (Transferee Company) and stating copies of the said Scheme of Arrangement along with the statement required to be furnished pursuant to the provisions of the Companies Act, 2013 disclosing necessary details and a prescribed form of proxy can be obtained free of charge be inserted once each in Business Standard in English and Pratidin in Odia as per the requirements of Section 230 of the Companies Act, 2013 in Form No. CAA 2 of the Companies (Compromise, Arrangements Amalgamations) Rules, 2016 with necessary variations incorporating the directors herein; v) That at least thirty clear days before the date of meeting to be held as aforesaid, notice convening the said meeting together with a copy of the said Scheme, a copy of the statement required to be sent under the provisions of the Companies Act, 2013 disclosing necessary details and the prescribed form of proxy shall sent to each of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he meeting shall be transacted accordingly. The resolution for approval of the Scheme of Amalgamation shall, if passed by a majority in number representing three-fourths in value of the unsecured creditors casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of the said meeting of Unsecured Creditors of the Balgopal Food Products Private Limited (Transferee Company) under Section 230(1) read with Section 232(1) of the Companies Act, 2013; xiv) Subject to the directors and matters dealt with herein, the procedure for conducting of voting at the venue of the meeting in so far as the same is prescribed by the Companies (Management Administration) Rules, 2014 and the forms thereunder shall be followed with such variations as required in the circumstances and in relation to the resolution for approval of the Scheme; xv) Voting shall be allowed on the proposed Scheme by proxy at the venue of the meeting of the Unsecured Creditors of the Balgopal Food Products Private Limited (Transferee Company) provided that the proxies in the prescribed form duly signed by the persons(s) entitled to attend and vote at the meeting, is filed with the aforesa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion over the Applicant Companies, and such other relevant sectoral regulators/authorities, if applicable, which are likely to be affected by the proposed scheme, by sending the same by hand delivery through Special Messenger or by registered post or by Speed Post, by E-Mail, both, within seven days from the date of this order for filing their representation, if any, on the Application within 30 days from the date of the notice; xx) The Applicants shall file affidavit within 7 days of serving the notice regarding the service of notice; xxi) The Applicants are further directed to send notice through e-mail also and file copies of the mails along with an affidavit. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously to the Applicants and/or their Advocates, in advance; xxii) If no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation; xxiii) Objections, if any, to the scheme contemplated by the a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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