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TMI Blog2020 (10) TMI 172X X X X Extracts X X X X X X X X Extracts X X X X ..... nt forthwith after the notice for the meetings are sent to the concerned Equity Shareholders, Secured and unsecured creditors of the Applicant Transferor Company, either by Registered Post or by Speed Post or by Courier or by Hand Delivery at the offices of the authorities as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representation under sub-section (5) of Section 230 shall send the same to this Tribunal with a copy of the same to be supplied to the Applicant Company. Application disposed off. - CA (CAA) 35 OF 2020 - - - Dated:- 30-6-2020 - M.B. Gosavi, Member (J) And Virendra Kumar Gupta, Member (T) For the Appellant/Respondent: Saurabh Soparkar and Swati Soparkar, Advocates ORDER 1. This joint Application is filed by two Applicant Companies under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules'). The Scheme of Arrangement involves Transfer and vesting of the Cable Business Under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tly; - Enhances management focus and operational flexibility; and - Attribution of appropriate risk and valuation to different businesses based on their respective risk-return profile and cash flows; The proposed arrangement is in the interest of the shareholders, creditors, employees and other stakeholders in both of the companies. 6. The Valuation Report for the proposed amount of consideration to be paid by the Transferee Company to the Transferor Company for the said proposal of slump sale was obtained from Mr. Sujal A. Shah, Independent Chartered Accountant and Registered Valuer dated 5th November, 2019. It recommends the Value of the Cable Business Undertaking for the proposed Transfer under the slump sale of the said undertaking of TPL to TCPL, the Applicant Transferee Company under the present Scheme. The Fairness Opinion provided by Kotak Mahindra Capital Company Limited, Category I Merchant Banker dated 5th November, 2019 confirms the said Valuation of the Cable Business Undertaking to be fair. Copy of the said reports is placed on record as Annexure- E F respectively. The proposed Scheme of Arrangement was placed before the Audit Committee of the Applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Division form about only 1 % of the total Assets of the said Company. The proposed Scheme shall affect the rights and interest of only the unsecured creditors of the said Undertaking being transferred. All the other Unsecured Creditors of TPL shall continue to be the creditors of TPL and their rights shall not be affected in any manner as a result of the Scheme. In support of the said submission, it is further pointed out that the Applicant Transferor Company has the excess of the value of its Assets over the value of its Liabilities to the extent of ₹ 10,096.83 crs. in Pre Scheme scenario and ₹ 10,102.49 in Post Scheme scenario. The C.A. certificate confirming the same is placed on record as Annexure-'P'. Further, since it is a proposal of slump sale of the Cable Business Undertaking, the consideration equivalent to the Net Assets value of the Cable Business Undertaking, is proposed to be paid to the Applicant Transferor Company itself and hence the Net Asset Value of the said company shall not undergo a material change. It is submitted that the rights and interests of the Unsecured Creditors of the Remaining Business of TPL shall not be in any way affected. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Creditors of only the Cables Business Undertaking of Torrent Power Limited, the Applicant Transferor Company shall be convened and held on Thursday, 20thday of August2020 at 11.00 a m., for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement, with or without modifications; (v) A meeting of the Secured Creditors of Torrent Power Limited, the Applicant Transferor Company shall be convened and held on Thursday, 20thday of August 2020 at 2.0 p.m., for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement, with or without modifications; (vi) In view of the recent circulars of Ministry of Corporate Affairs; viz. Circular No. 14 of 2020 dated 8th April 2020, Circular No. 17 of 2020 dated 13th April 2020 and Circular No. 20 of 2020 dated 5th May 2020, all the meetings of shareholders, Secured and Unsecured creditors of Torrent Power Limited, the Applicant Transferor Company shall be convened and conducted through video conferencing or other Audio Visual Means. No physical meetings shall be convened. The Applicant Transferor Company shall appoint a Repository and other required agencies to facilitate the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act can be obtained free of charge at the Registered Office of the Applicant Transferor Company or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. (xi) Shri Mahesh C. Gupta, an independent practicing Company Secretary and failing him Shri Ullas Shah, Chartered Accountant be appointed as Chairman of all the meetings of the Applicant Transferor Company to be held on 20th August 2020 and in respect of any adjournment or adjournments thereof. Mr. Rajesh Parekh, having Certificate of Practice No. 2939, being a partner of M/s. Rajesh Parekh Co., the practicing Company secretaries shall be as the scrutiniser for the said meetings. (xii) The Chairman appointed for the aforesaid meetings shall issue advertisements and send out notices of the said meetings referred to above. The chairman is free to avail the services of the Applicant Company or any agency for carrying out the aforesaid directions. The C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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