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TMI Blog2019 (8) TMI 1543X X X X Extracts X X X X X X X X Extracts X X X X ..... erprises (AEs). It also provides to its AEs such other services in the areas of but not limited to system generation, systems integration, software development, embedded technology, and installation, commissioning, and testing. The Second Applicant Company is engaged in the business of providing logistics services, warehousing & distribution center logistics, distribution network design, distribution optimization simulation and asset planning, route planning, carrier selection & management, inbound & outbound management, track & trace, order management, and materials management, consolidation-picking-sorting-storage solutions, logistics software and IT products & solutions, baggage & material handling services and solutions. Further, it also carries on the business of providing operational support and process support services; maintenance services involving preventive, corrective, onsite support, maintenance management system, remote maintenance. Amongst the various activities mentioned above, the company has only provided services in connection with the installation, commissioning and maintenance support of Baggage Handling Systems at various airports in India. Vanderlande Industr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .m. for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation between Vanderlande Industries Software Private Limited and Vanderlande Industries Private Limited and their respective shareholders. 7. There are no Secured Creditors in any of the Applicant Companies. Therefore, the question of issue of notices to them does not arise. 8. The Counsel for the Applicant Companies further submits that since the Scheme is an arrangement between the Applicant Companies and their respective shareholders, only a meeting of the Equity Shareholders is proposed to be held in accordance with the provisions of Section 230(1)(b) of the Companies Act 2013. This Bench hereby directs that the First and Second Applicant Company to issue notices to all its Unsecured Creditors to whom the amounts are due and payable as required under Section 230(3) of the Companies Act, 2013 by R.P.A.D./Speed Post/Email with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... held at Unit 609, 6th Floor, Tower 2, World Trade Centre, S. No. 1, H. No. 1A-B and 2A-B, Kharadi, Pune - 411 014 on Friday, 04.10.2019 at 10:30 a.m. or any adjournment or adjournments thereof. 13. That Mr. Atul Dattatraya Rane having Director Identification Number 06640347, and failing him, Mr. Salil Kumar having Director Identification Number 06774629, and failing him, Mr. Ameya Dharap, Authorised Representative shall be the chairman of the aforesaid meeting of the Equity Shareholders of the Second Applicant Company to be held at Unit 508, 5th Floor, Tower 2, World Trade Centre, S. No. 1, H. No. 1A-B and 2A-B, Kharadi, Pune - 411 014 on Friday, 04.10.2019 at 12:00 p.m. or any adjournment or adjournments thereof. 14. That the chairman appointed for the aforesaid Meetings to issue the advertisements and send out the notices of the Meetings referred to above. The said Chairman shall have all powers as per Articles of Association and also under the Companies Act 2013 in relation to the conduct of the meetings, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the meetings by any person(s). 15. That the quor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. The fee of the professional appointed as chairperson for all the meetings of the Applicant Companies to be held as aforesaid shall be Rs. 10,000/- for each meeting excluding applicable taxes. 22. That the Chairman to file an affidavit not less than seven (7) days before the date fixed for the holding of the meetings and do report this Tribunal that the direction regarding the issue of notices and the advertisement have been duly complied with. 23. That the Chairman of the meetings to report to this Tribunal, the results of the aforesaid meetings within thirty days of the conclusion of the meetings. 24. The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Regional Director within 30 days of the date of receipt of the notice it will be presumed that Regional Director has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 25. T ..... X X X X Extracts X X X X X X X X Extracts X X X X
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