TaxTMI 
TaxTMI 
2022 (4) TMI 783
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....gamation proposed between Hillman Bakers Private Limited, Lakshya Vincom Private Limited, and Raghu Vinimay Private Limited (hereinafter referred to as the "Transferor Companies") with Hillman Milk Foods Private Limited (hereinafter referred to as the "Transferee Company") whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st April 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). The Petition has now come up for a final hearing. Counsel for the Petitioners submits as follows: - 1. The First Motion application seeking direction for dispensing of the meeting of the Equity Shareholders, Secure....
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....ss" and "Aajkaal" on the 25th day of December 2021. An affidavit of service in this regard has also been filed by them on 13th January 2022. 3. No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s). 4. The circumstances which justify and necessitate the said Scheme of Amalgamation are, inter alia, as follows: a) All the Transferor Companies and the Transferee Company are engaged in a similar kind of business. b) The Scheme of Amalgamation has been proposed to consolidate the group structure and provide advantages of synergies in business activities. c) The business of the Transferor Companies and the Transferee Company can be combined and carried forward co....
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....ted company and will enable the amalgamated company to increase its profitability. i) The said Scheme of Amalgamation will enable the undertakings concerned to pool their resources and to expand their activities. j) The said Scheme of Amalgamation will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages; k) The said Scheme of Amalgamation will have beneficial results for the Companies concerned, their shareholders, employees, and all concerned. 5. The Official Liquidator has filed his report dated 24th January 2022 and concluded as under: The Official liquidator on the basis of the informati....
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....on. He is also not associated with the petitioners in any other ways, so he has no locus standi in the matter. He is doing all these things with a mala fide intention. The observations raised by him are given by way of note, which would reflect his mala fide intentions. Some of the objections do not even specify the correct provision of law. The objection only appears to be to scuttle the Schemes for whatever reasons. As per the proviso to sub-section 4 of section 230 of the company act, 2013 stipulates that 'Objection' to the compromise or arrangement shall be made only by a person holding not less than 10 percent of the shareholding or having outstanding debt amount not less than 5 percent of the total outstanding debt as per the ....
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....eme enclosed to the Company Application and Company Petition are one and the same and that there is no discrepancy or no change is made. Para 2(e) of RD Affidavit: - The Transferor Company, in its latest balance sheet as of 31.03.2021 has stated investment in a partnership firm, Hillman Bakers of Rs. 82,40,131/- The particulars regarding names of the partners, total capital, and shares of each partner were not stated, which disclosures are required under Schedule III to the Companies Act, 2013. Paragraph No. 2(e) of Rejoinder: The Petitioners states that in accordance with the requirements of Schedule III to the Companies Act, 2013, the Transferor Company has duly disclosed the name of the partnership fir....
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.... a) The Scheme of Amalgamation is sanctioned by this Tribunal to be binding with the appointed date fixed as 01st April 2020 and shall be binding on the Transferor Companies with the Transferee Company and their respective shareholders, Creditors and all concerned. b) All the property, rights, and powers of the Transferor Companies be transferred to and be vested from the said Appointed Date, without further act or deed, in the Transferee Company pursuant to Section 232(4) of the Companies Act, 2013 read with Companies (Compromise, Arrangements, and Amalgamation) Rules, 2016. c) All the debts, liabilities, duties, and obligations of the Transferor Companies be transferred from the said Appointed Date, without furt....