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TMI Blog2020 (10) TMI 497X X X X Extracts X X X X X X X X Extracts X X X X ..... the Applicant Transferor Company with Shiva Pharmachem Limited i.e. the Applicant Transferee Company as well as consequential restructure of Equity Share Capital of Shiva Pharmachem Limited. 2. The registered office of all the Applicant Companies are situated at Vadodara in the State of Gujarat, and hence all the Applicant Companies are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 3. All the Companies are empowered by their respective Memorandum of Associations to enter into Scheme of Arrangement. Copies of Memorandum of Association of all the Companies are placed on record. The Audited Financial Statements of all the companies as on 31st March, 2019 and the unaudited Provisional Financial statements as on 31st January 2020 are placed on record. Additionally a divisional break up of the Assets and Liabilities of the De-merged Undertaking and remaining business is also provided and placed on record as Annexure-B-2. 4. It has been submitted that all the Companies are part of the same management group and the rationale for the proposed scheme has been explained in the Application as under: The Demerged Company viz. TIPL is a well-establ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of shares. Copies of Board Resolutions of all the companies are placed on record as Annexure-' J'. 5. On perusal of the record, it is found that the, Copies of the separate Valuation Reports for the proposed Exchange Ratio of Shares to be issued by the Resulting Companies as well as by the Transferee Company, obtained from M/s. Snehal Shah Associates, Chartered Accountant and Registered Valuer are placed on record as Annexure 'I'. The De-merged Company i.e. TIPL, being a NBFC registered with RBI, prior approval has been obtained from the Reserve Bank of India to the proposed Scheme of Arrangement. Copy of the same is placed on record as Annexure-'K\ Copy of the Scheme of Arrangement is placed on record as Annexure-'L'. 6 It is further submitted that there are no proceedings or investigations pending against the Applicant Companies under Sections 210-217, 219, 220, 223 to 227 of the Companies Act, 2013 and/or under Sections 235 to 251 of the Companies Act, 1956. There are no winding up petitions pending against any of the Applicant Companies. The Statutory Auditors of the Demerged Company, Resulting Companies as well as the Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icant Demerged/Transferor has only one Secured Creditor having the total value of debt at ₹ 5.61 crores. The said Secured Creditor has tendered its approval in form of the consent letter accompanied by an affidavit and further confirmed by a certificate of C.A. The same are collectively placed on record as Annexure-'P-1'. In view of the same, the Applicant has prayed for dispensation of the meeting of the Secured Creditor of TIPL. (ii) The two Applicant Resulting Companies viz. GIPL and GPPL have no Secured Creditors as confirmed by Chartered Accountant. The certificates are placed on record as Annexure-'P-2' and 'P-3'. In view of the same, the convening of meeting does not arise at all. (iii) There are six Secured Creditors of SPL, and the total value of debt as on 31st January 2020 is ₹ 179.39 crores, as confirmed by certificate of C.A., copy of which is annexed with the application Annexure-'P-4' Hence the applicant prayed for convening of meeting of the Secured Creditors of the Applicant Transferee Company to obtain the approval to the Scheme. 11 (i) The Applicant De-merged Company and the two Applicant Resulting Companies ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Arrangement, copy of the Explanatory Statement required to be sent under Section 102 of the Act, read with Sections 230 and to 232 of the Act and Rule 6 of the Companies (CAA) Rules, 2016 and the prescribed Form of Proxy shall be sent to each of the Secured Creditors and Unsecured Creditors of Shiva Pharmachem Limited, the Applicant Transferee Company; at their respective or last known addresses either by Registered Post/Speed Post or by Courier or by e mail. The notice shall be sent to all the Secured creditors and Unsecured Creditors of the Applicant Transferee Company, as on 31st January 2020. (vi) At least one month before the date of meetings, an advertisement about convening the said meetings, indicating the day, the date, the place and the time as aforesaid, shall be published once in English Daily 'Indian Express' Vadodara Edition and Gujarati translation thereof in Gujarati daily 'Sandesh', Vadodara Edition. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act and the prescribed proxy can be obtained free of charge at the Registered Office of the Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are disputed, the Chairman of the meeting shall determine the value for the purposes of the meeting. (xiii) The Chairman shall file an affidavit not less than 7(seven) days before the date fixed for the holding of the meetings and to report to this Tribunal that the directions regarding issuance of notices and advertisement of the meetings have been duly complied with as per Rule 12 of the Companies (CAA) Rules, 2016. (xiv) It is further ordered that the Chairman shall report to this Tribunal on the result of the said meeting in Form No CAA4, verified by his affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 within 20 (Twenty) days of the conclusion of the meetings. 12 In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, all the Applicant Companies shall send a Notice of meeting in Form No. CAA 3 with a copy of the Scheme of Arrangement, the Explanatory Statement and the disclosures mentioned under Rule 6 (to the extent applicable) to: (a) Central Government through the Regional Director, North Western Region, (b) The Registrar of Companies, Gujarat; (c) The Income Tax Authorities; (d) The Official Liqui ..... X X X X Extracts X X X X X X X X Extracts X X X X
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