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TMI Blog2016 (8) TMI 1268X X X X Extracts X X X X X X X X Extracts X X X X ..... of its equity shareholders and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement and Amalgamation between Geometric Limited (hereinafter referred to as the demerged/transferor company); HCL Technologies Limited (hereinafter referred to as the applicant/transferee company no. 1) and 3D PLM Software Solutions Limited (hereinafter referred to as the transferee company no. 2). 2. The registered office of the applicant/transferee company no. 1 is situated at New Delhi, within the jurisdiction of this Court. However, the registered offices of the demerged/transferor company and transferee company no. 2 are situated at Mumbai, outside the jurisdiction of this Court. Learned counsel for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and detailed in the application and the accompanying affidavits. It has been submitted by the applicants that the Scheme, inter alia, provides (i) Demerger of the Demerged Business Undertaking of the demerged company and its merger into the applicant/transferee company no. 1, and (ii) amalgamation of the transferor company comprising the remaining undertaking, post demerger, with the transferee company no.2. It is claimed that the proposed demerger will widen the market and expertise and the combined entity will be able to offer its customers a unique blend of services and solutions around PLM, engineering software, embedded software, mechanical engineering and geometry related technologies. 7. So far as the share exchange ratio is con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the secured creditor of the applicant/transferee company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement and Amalgamation is dispensed with. 11. The applicant/transferee company no. 1 is a listed company and as on 31st March, 2016 has 1,49,951 equity shareholders and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement and Amalgamation. Considering the facts and circumstances aforesaid, the meeting of the equity shareholders of the applicant/transferee company no. 1 shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company no. 1 shall be 200 in number and more than 25% in value of the total unsecured debt. 13. The applicants also seek a direction of this Court to provide to its equity shareholders with the facility to exercise their right to vote by electronic means, in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prayed that such voting may be considered as a valid exercise of their vote on the Scheme in accordance with Section 391 of the Companies Act, 1956. Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not by ordinary post. On the one hand the applicants are seeking permission to provide to its equity shareholders with the facility to exercise their right to vote by electronic means but on the other hand they also seek permission to send the individual notices to its shareholders by ordinary post, which is contrary to Rule 20(4) of the Companies (Management and Administration) Rules, 2014. Keeping in view the aforesaid provision, I am not inclined to allow the prayer of the applicants to provide to its equity shareholders with the facility to exercise their right to vote by electronic means. However, since there is no bar of sending the notices by ordinary post in a court convened meeting, therefore, the second prayer of the applicants re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Court) Rules, 1959 at least 21 days before the date appointed for the meetings.
16. The Chairpersons and Alternate Chairpersons will be at liberty to issue suitable directions to the management of the applicant company so that the aforesaid meetings of the equity shareholders and unsecured creditors of the applicant/transferor company no. 1 are conducted in a just, free and fair manner.
17. The fee of the Chairpersons and the Alternate Chairpersons for the aforesaid meetings shall be Rs. 50,000/- each in addition to meeting their incidental expenses. The Chairpersons will file their reports within two weeks from the date of holding of the aforesaid meetings.
18. The application stands allowed in the aforesaid terms.
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