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TMI Blog2019 (3) TMI 1831X X X X Extracts X X X X X X X X Extracts X X X X ..... ny') into Datamatics Infotech Services Private Limited ('Resulting Company' or 'Second Applicant Company'), on a going concern basis, and shall be operative prior to coming effect of Part III; and Part III of the Scheme - Provides for amalgamation and vesting of the Residual Delta Infosolutions Private Limited (upon Part II becoming effective) into Datamatics Global Services Limited ('Transferee Company' or 'Third Applicant Company')and shall take effect immediately after coming into effect of Part II. 2. The Counsel for the Applicant Companies submit that Delta Infosolutions Private Limited is carrying on business of investments being in the nature of strategic as well as non-strategic investments in an array of financial securities like mutual funds, shares, debentures. 3. The Counsel for the Applicant Companies submit that Datamatics Infotech Services Private Limited is carrying on business of providing complete data centre, Data entry, conversion, data processing services on block time or shared time. 4. The Counsel for the Applicant Companies submit that Datamatics Global Services Private Limited is carrying on business of provid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the promoters of the Transferee Company) would directly hold shares in the Transferee Company since it is envisaged that the following benefits would, inter alia, accrue to the Transferee Company: i. The amalgamation will result in the promoters of the Residual Transferor Company directly holding shares in the Transferee Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group's direct commitment to and engagement with the Transferee Company; ii. The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Residual Transferor Company into the Transferee Company; iii. The promoters would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the financial position of the Transferee Company. iv. Further, the Scheme also provides that the shareholders of the Residual Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iii. Issue Form of Proxy; and iv. Advertise the Notice convening meeting as per Form No. CAA.2 [Rule 7) the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]. The undertakings given by the Applicant Companies is accepted. 11. That at least 30 clear days before the said Meetings of the Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said meetings at the place, date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed Form of Proxy and the Postal Ballot Form, shall be sent by electronic mode to those Equity Shareholders of the Applicant Companies whose email addresses are registered with the Depository(ies) or the Company's Registrar and Transfer Agents unless the Equity Shareholders have requested for a physical copy of the same. For Equity Shareholders of the Applicant Companies who have not registered their email addresses, physical copies will be sent by Registered Post AD/Speed Post ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Walchand Hirachand Hall, IMC Building, 4th Floor, IMC Marg, Churchgate, Mumbai - 400020,on Thursday, 9th May, 2019 at 11:00 AM or any adjournment or adjournments thereof. 17. That the Chairperson appointed for the aforesaid meetings of the members to issue the advertisement and send out the notices of the meeting referred to above. The said Chairperson shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision or the sense of meeting by poll. 18. That the quorum for the aforesaid physical meetings of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013. 19. That voting by Proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorization duly signed by the personentitled to attend and vote at the meeting or his authorized representative is filed with the Appl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tice to the Tribunal with copy of such representations shall simultaneously be served upon the First Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 24. The First Applicant Company is also directed to serve notice along with copy of Scheme upon the Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013. M/s. N.B. Shah Associates, Chartered Accountants, having address at 602, Damji Shamji Trade Centre, Opp. Vidyavihar Railway Station (West), Mumbai-400 086, Telephone No. 25105575, TF - 25105576 Email - [email protected] is appointed with a remuneration of ₹ 1,50,000/- (Rupees One Lakh Fifty Thousand Only) for the services to the office of the Official Liquidator, Mumbai. If no response is received by the Tribunal from Official Liquidator within thirty days (30) of the date of receipt of notice, it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 25. The Second Applicant Company is directed to serve notices along with copy of Scheme upon:- (i) concerned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unsel also submits that as on 28th February, 2019, there are no Secured creditors in the First as well as Second Applicant Companies and therefore the question of sending notices to secured creditors does not arise in case of the First and Second Applicant Companies. Further, the Counsel also submits that as on 28th February, 2019, there are no Unsecured creditors in the First as well as Second Applicant Companies and therefore the question of sending notices to Unsecured creditors does not arise in case of the First and Second Applicant Companies. 30. This Bench directs the Third Applicant Company to issue notice of the meeting of the Equity Shareholders to all its Secured Creditors and Unsecured Creditors having an outstanding balance of above ₹ 1,00,000/- (Rupees One Lakh Only) or more as on 28th February, 2019, by Air Mail/Registered Post/courier/email/hand delivery, with a direction that they maysubmit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Third Applicant Company. 31. That the Chairperson to file an Affidavit of Service as per the Rule 12 of Company (Compromise, Arrangements and Amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X
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