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TMI Blog2020 (12) TMI 596X X X X Extracts X X X X X X X X Extracts X X X X ..... olding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Parsec Enterprises Private Limited ("The Transferor Company") with Saurashtra Cement Limited ("The Transferee Company") and their respective Shareholders and Creditors ('the Scheme'), with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed at ANNEXURE - F, in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act. 2. It is submitted that the rational is to amalgamate the Applicant Transferor Company into the Applicant Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company viz. the promoter group of the Transferor Company (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company and the following benefits shall, inter alia, accrue to the Companies: * To reduce the overlaps and administration and the managerial cost. * The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany and 100% FDI is allowed under automatic route in all manufacturing companies as per the Consolidated Policy on FDI of the Government of India and no approval under the FEMA is required. Further there will be no in-flow or out-flow of capital on approval of Scheme of Amalgamation. Hence no notice is required to be issued to the RBI. 7. The Applicant Transferor Company has stated that there are 3 Equity Shareholders in the Applicant Transferor Company. The list of Equity Shareholders as certified by the Chartered Accountant is produced at Annexure J with the Application. The Applicant Transferor Company has filed original consent affidavits of all the Equity Shareholders vide Annexure K (Colly) with the Application. 8. The Applicant Transferor Company has stated that there are no Secured and Unsecured Creditors in the Applicant Transferor Company. The Chartered Accountant Certificate certifying the number of Secured and Unsecured Creditors is produced at Annexure L with the Application. 9. The Applicant Transferee Company has stated that there are 12,162 Equity Shareholders in the Applicant Transferee Company as on 30th September 2020. The list of Equity S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... :30 P.M. in case of a physical meeting at the Registered Office of the Transferee Company at Ranavav Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. vi. The Applicant Transferee Company being a listed public limited company, is governed by the SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and is required to provide the facility of e-voting to its shareholders. vii. 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, the meetings of Equity Shareholders and Unsecured creditors of the Applicant Transferee Company shall be convened and conducted through video conferencing or other Audio Visual Means or other means as may be permitted under law . The Applicant Transferee Company shall appoint agencies as mandated by law. viii. At least one month before by 5th of January 2021 i.e. the date of the aforesaid meeting, an advertisement about convening of the said meeting, indicating the day, date, place and time, as afo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icant Transferee Company. xii. The Chairman or Chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Transferee Company or any agency for carrying out the aforesaid directions. xiii. The Chairman or Chairperson shall have all powers under the Articles of Association of the Applicant Transferee Company and also under the Rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meeting by any person(s) and to ascertain the decision of the sense of the meeting of the Unsecured Creditors by polling paper/ballot. xiv. It is however clarified that in view of para A (x) of the MCA Circular No. 14/2020 dated 8th April 2020, that in case of meeting through video conference or other audio visual means, the voting through Proxy shall not be permitted. However, voting through Authorized Representative is permitted. xv. The quorum for the meeting of the Equit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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