2021 (2) TMI 719

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....ultant Company/Transferee Company Celebrus Commodities Limited, 27/540, III Floor, EAK Towers, Main Avenue, Panampilly Nagar, Kochi- 682 036. The Petitioners sought the following reliefs: - a) That the said Arrangement as embodied in the Scheme of Demerger between Commodity Online (India) Limited (Transferor Company) and Celebrus Commodities Limited (Transferee Company) be sanctioned under Section 230 to 232 of the Companies Act, 2013 by this Bench with or without modification and declare the same to be binding on the Transferor Company and the Transferee Company and also their respective members/shareholders and creditors and also all other Agencies, Departments and Authorities of the Central, State and any other local authorities....

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....o Section 230(5) of the Act and as per Rule 8 of the Companies (Compromises, Arrangements and Demergers) Rules, 2016. 4. Conditionality of the Scheme This Scheme is and shall be conditional upon and subject to: (i) The requisite consents, approvals or permissions of any Appropriate Authority (ies), which by law may be necessary for the implementation of the Scheme; (ii) The approval by the requisite majority of the shareholders and/or creditors (as may be required and/or to the extent not dispensed with by the Appropriate Authority (ies) of the Transferor Company and the Transferee Company, as required under Applicable Law(s); (iii) Approval by the National Company Law Tribunal; (iv) The ce....

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.... (CAA)/16/KOB/2019 has been scrupulously undertaken before filing the CP(CAA)/02/KOB/2020. 9. In the light of the aforesaid discussions and due appreciation of the facts and circumstances involved in this case and considering the arguments advanced by the learned counsel for the Petitioner, this Bench is of the view that the Scheme of Demerger placed before this Bench on 18.02.2020, can be sanctioned. Hence, this Tribunal Sanction the Scheme of De-merger between M/s. Commodity Online (India) Limited ("Demerged Company") with M/s. Celebrus Commodities Limited, 27/540, III Floor, EAK Towers, Main Avenue, Panampilly Nagar, Kochi- 682 036 ("the Resultant Company/ Transferee Company") and the Appointed Date of the Scheme is fixed as opening h....