2020 (12) TMI 808

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....panies submits that the present Scheme is a Composite Scheme of Arrangement of Garware Holdings Limited ('GHL') and Single Point Distribution Limited ('SPDL') and Garware Healthcare Limited ('GHCL') and Garware Bestretch Limited ('GBL') with and into Garware Bestretch India Private Limited ('GBIPL') and their respective Shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013. This Scheme provides for Amalgamation of GHL, SPDL, GHCL and GBL with and into GBIPL on a going concern basis. 3. The Applicant Companies submits that First Applicant Company is a Non-banking Financial Company ('NBFC') registered as a Systematically Important Non-Deposit Taking Core Investment Company with the Reserve ....

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....ation of resources; * The merger in general will have beneficial results for the Companies, their shareholders, employees and all concerned; * Achieving operational efficiencies and management efficiencies; * Reducing the number of entities which will help in eliminating multiple accounting and auditing and also help in consolidation for attracting future investors; * Optimise the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion; and * Reducing operational and compliance cost. The Scheme is in the interest of the shareholders, creditors, lenders and various other stakeholders of the respective compa....

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....eholders in Fifth Applicant Company and that the Fifth Applicant Company having procured the consent affidavits from all the Equity Shareholders which are annexed as "Annexure F5" to the Company Application. 11. In view of the fact that all the Equity Shareholders of all the Applicant Companies have given their consent affidavits, the meetings of the Equity Shareholders of all the Applicant Companies are hereby dispensed with as prayed for. 12. The Learned Counsel for the Applicant Companies submits that there are no Secured Creditors in the First Applicant, the Second Applicant, Third Applicant Company and Fifth Applicant Company. Therefore, the question of sending notices does not arise. 13. The Learned Counsel for the Applicant ....

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....e no representations to make on the Scheme. 15. The Applicant Companies are directed to serve notices of present Application along with its enclosures upon : - (i) concerned Income Tax Authority within whose jurisdiction the First Applicant Company's assessment is made (i.e. PAN : AAFCG1666A, Circle 1(2), PMT Building, Swargate, Pune), Second Applicant Company's assessment is made (i.e. PAN : AAACF9002G, Ward 6(1), PMT Building, Swargate, Pune), Third Applicant Company's assessment is (i.e. PAN : AADCG4825F, Circle 1(2), PMT Building, Swargate, Pune), Fourth Applicant Company's assessment is made (i.e. PAN : AABCG8082C, Circle 5(1)(1), Aayakar Bhavan, Mumbai) Fifth Applicant Company's assessment is made (i.e. PAN : AAICG2786J, Ward 1(1)(....