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2022 (3) TMI 199 - Tri - Companies LawApproval of Scheme of Arrangement by way of Amalgamation - Sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.
Issues Involved:
1. Jurisdiction of the Tribunal 2. Details of the Transferor and Transferee Companies 3. Approval of the Scheme of Amalgamation by the Board of Directors 4. Consent of Equity Shareholders 5. Status of Secured and Unsecured Creditors 6. Directions for Meetings of Creditors 7. Appointment of Chairperson and Scrutinizer 8. Remuneration for Chairperson, Alternate Chairperson, and Scrutinizer 9. Notice and Advertisement Requirements 10. Compliance with Legal Provisions Issue-wise Detailed Analysis: 1. Jurisdiction of the Tribunal: It is represented that the registered offices of all the applicant companies are situated in New Delhi, and therefore the subject matter of this joint application falls within the jurisdiction of this Bench. 2. Details of the Transferor and Transferee Companies: The Transferor Company, M/s. Paul Wurth India Private Limited, and the Transferee Company, M/s. SMS India Private Limited, are both private limited companies incorporated under the Companies Act, 1956. The details of their incorporation, authorized share capital, and registered offices have been provided. 3. Approval of the Scheme of Amalgamation by the Board of Directors: The two Applicant Companies, via meetings of their Board of Directors held on 12.10.2021, unanimously approved the proposed Scheme of Amalgamation. Copies of the respective resolutions passed in these board meetings have been placed on record. 4. Consent of Equity Shareholders: - Transferor Company: The company has two equity shareholders who have given their respective consent affidavits holding 100% value for the approval of the Scheme of Amalgamation. - Transferee Company: The company has five equity shareholders who have also given their respective consent affidavits holding 100% value for the approval of the Scheme. 5. Status of Secured and Unsecured Creditors: - Transferor Company: The company has no secured creditors and 225 unsecured creditors. The company has prayed for convening/holding the meeting of unsecured creditors. - Transferee Company: The company has no secured creditors and 951 unsecured creditors. The company has prayed for convening/holding the meeting of unsecured creditors. 6. Directions for Meetings of Creditors: The Tribunal issued the following directions: - Transferor Company: The meeting of the unsecured creditors is directed to be held on 07.04.2022 at 11:00 AM via electronic meeting mode through "InstaMeet Platform." - Transferee Company: The meeting of the unsecured creditors is directed to be held on 07.04.2022 at 03:00 PM via electronic meeting mode through "InstaMeet Platform." 7. Appointment of Chairperson and Scrutinizer: The Tribunal appointed Ms. Natasha Thakur as the Chairperson, Mr. Gurmehar S. Sistani as the Alternate Chairperson, and Ms. Rakhi Chanana as the Scrutinizer for the aforementioned meetings. 8. Remuneration for Chairperson, Alternate Chairperson, and Scrutinizer: The remuneration for the Chairperson is set at ?1,00,000/-, for the Alternate Chairperson at ?75,000/-, and for the Scrutinizer at ?50,000/-, in addition to meeting all their incidental expenses exclusive of GST. 9. Notice and Advertisement Requirements: - Individual notices of the proposed meetings shall be sent by the two Applicant Companies through e-mail and speed post at least 30 days before the scheduled date of the meetings. - The Applicant Companies shall also publish advertisements in the Delhi editions of 'Business Standard' in both English and Hindi at least 30 days before the meetings. 10. Compliance with Legal Provisions: The Applicant Companies are required to comply with all directions strictly in accordance with the applicable law, including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016, as well as the provisions of the Companies Act, 2013. Conclusion: The application CA(CAA)-124(PB)2021 stands allowed as per the aforesaid terms and is disposed of.
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