9911796707
TMI Blog2019 (11) TMI 1529X X X X Extracts X X X X X X X X Extracts X X X X ..... licable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Composite Scheme of Arrangement and Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "Al" to the application. The Applicant Companies in this Company Application has sought for the following reliefs: a) It is prayed that necessary directions may be given for holding, convening and conducting of meetings of the equity shareholders of al/ the Applicant Companies and fix a date for presentation of the Company petition and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. b) It is prayed that necessary directions may be given for dispensing with convening, conducting and holding of meetings of the unsecured creditors of the Applicant Companies and fix a date for presentation of the Company petition and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice, c) Issue necessary directions for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 90.43% of the total value of credit is filed along with the typed set and have sought dispensation with holding of the meeting. 5. In relation to the Transferor Company 3, in the Scheme marked as Annexure "Al", it is represented that it is having Twenty Eight (28) Equity Shareholders and has sought for a direction for holding a meeting. It is further represented by the Counsel for Applicants that the Transferor Company - 3 has NIL Secured and 37 Unsecured Creditors. The Certificate issued by the Independent Chart.ered Accountant to this effect consent Affidavits 96.26% of the total value of credit is filed along with the typed set and have sought dispensation with holding of the meeting. 6. In relation to the Transferor Company 4, in the Scheme marked as Annexure "Al", it is represented that it is having Twenty (20) Equity Shareholders and has sought for a direction for holding a meeting. It is further represented by the Counsel for Applicants that the Transferor Company - 4 has NIL Secured and 54 Unsecured Creditors. The Certificate issued by the Independent Chartered Accountant to this effect is also filed with the typed set. The consent Affidavits given by the Unsecured Cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Transferor Company -1 Rs. 60,00,000/- (Rupees Sixty Lakhs Only) consisting of 6,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Fully Paid-up Share Capital of the Transferor Company 1 is Rs. 60,00,000/- (Rupees Sixty Lakhs Only) consisting of 6,00,000 Equity Shares of Rs. 10/- each. 12. From the certificate of incorporation filed, it is evident that Transferor Company 2 was incorporated under the provisions of Companies Act, 1956 on 26th June 1992, with Registrar of Companies, Tamil Nadu as a Private Limited Company and thereafter, it was converted into a 'limited' company with effect from 30.09.2002. The Authorized Share Capital of the Transferor Company 2 is Rs. 1,00,00,000/- (Rupees One Crore Only) consisting of 10,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Fully Paidup Share Capital of the Transferor Company 2 is Rs. 80,00,000/- (Rupees Eighty Lakhs Only) consisting of 8,00,000 Equity Shares of Rs. 10/- each. 13. From the certificate of incorporation filed, it is evident that Transferor Company 3 was incorporated under the provisions of Companies Act, 1956 on 5th Novennber 1986, with Registrar of Companies, Tamil Nadu as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company 6 is Rs. 25,00,000/- (Rupees Twenty Five Lakhs Only) consisting of 2,50,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Fully Paid-up Share Capital of the Transferor Company - 6 is Rs. 24,00,000/- (Rupees Twenty Four Lakhs Only) consisting of 2,40,000 Equity Shares of Rs. 1.0/- each. 17 From the certificate of incorporation filed, it is evident that Transferee Company was incorporated under the provisions of Companies Act, 1956 on 27th July 1981, with Registrar of Companies, Tamil Nadu as a Private Limited Company and thereafter, it was converted into a I limited' company. The Authorized Share Capital of the Transferee Company is Rs. 6,00,00,000/- (Rupees Six Crore Only) consisting of 6,00,000 Equity Shares of Rs. 100/- each. The Issued, Subscribed and Fully Paid-up Share Capital of the Transferee Company is Rs. 2,83,60,000 (Rupees Two Crore Eighty Three Lakhs and Sixty Thousand Only) consisting of 2,83,600 Equity Shares of Rs. 100/- each. 18. The Applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses as well as their last available Audited Annual Accounts for the yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 28 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferor Company 1 that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferor Company - 1 is directed to be held at 02:00 PM on 27th December 2019 at M/S, Task Pressings Limited, No.72 & 76, Maduravoya/ Bye - Pass, Aynambakkam, Ambattur Ta!uk, Chennai 600 095 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. B) IN RELATION TO TRANSFEROR COMPANY - 2: (i) With respect to Equity shareholders: Meeting of the Equity Shareholders of the Transferor Company 2 is directed to be held at 02:00 PM on 23rd December 2019 at M/S. Sundaram learning & Development Centre, No, 137, Pasumpon Muthurama/inga Thevar Sa/ai (Chamiers Road), Raja Annama/aipuram ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Chamiers Road), Raja Annarna/aipuram, Chennai 600 028 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferor Company - 4 that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferor Company - 4 is directed to be held at 10:00 AM on 27th December 2019 at M/S. Task Pressings Limited, No, 72 & 76, Maduravoya/ Bye - Pass, Aynambakkam, Ambattur Ta/uk, Chennai 600 095 or if not convenient at any other suitable place for which prior approva! shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. E) IN RELATION TO TRANSFEROR COMPANY - 5: (i) With respect to Equity shareholders: Meeting of the Equity Shareholders of the Transferor Company 5 is directed to be held at 02:00 PM on 24th December 2019 at M/S. Sundaram learning & Development Centre, No. 137, Pasumpon Muthurama ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re, No-137, Pasumpon Muthurama/inga Thevar Sa/ai (Chamiers Road), Raja Annama/aipuram, Chennai 600 028 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferee Company that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferee Company is directed to be held at 09:00 AM on 27th December 2019 at M/S. Task Pressings Limited, No. 72 & 76, Maduravoya/ Bye - Pass, Aynambakkam, Ambattur Ta/uk, Chennai - 600 095 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. 24, The quorum for the meetings of the Equity Shareholders and Unsecured Creditors shall be as follows; Equity Shareholders Unsecured Creditors Transferor Company - 1 2 15 Transferor Company - 2 2 10 Transferor Company - 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dicating the day, date and the place and time as aforesaid, to be published in the English Daily "News Today" (Chennai Edition), and "Makka/ Kura/" Tami/ (Chennai Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies. vi) Voting shall be allowed on the proposed Scheme by voting in person. The Chairperson shall as aforestated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme. vii) The companies shall individually send notice to concerned Regional Director, MCA, the Income Tax Authorities, Registrar of Companies Chennai, Official Liquidator, as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016. vii ..... X X X X Extracts X X X X X X X X Extracts X X X X
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