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TMI Blog2020 (12) TMI 917X X X X Extracts X X X X X X X X Extracts X X X X ..... of shareholders of the Transferor Company, M/s. Trion Chemicals Private Limited and Transferee Company M/s. Bodal Chemicals Limited, and also seeking the dispensation for the meeting of Secured Creditor of Applicant Transferor Company no. 1 and seeking the direction for convening the meetings of Secured Creditor of Applicant Transferee Company no. 2 and Secured and Unsecured Applicant Transferor Company No. 1. 2. The Counsel for the Applicant Companies submitted that M/s. Bodal Chemicals Limited, the Applicant Transferee Company is a listed public limited company and its equity shares are listed at BSE Limited and National Stock Exchange of India Limited. Since the Transferor Company is a Wholly Owned Subsidiary of the Transferee Company, prior approval from the aforesaid authorities are not necessary. Copy of such intimation is annexed herewith as Annexure- H. 3. It is submitted that both these companies belong to the same group of management. The Transferor Company is the wholly owned subsidiary of the Applicant Transferee Company. The Transferor Company is primarily engaged in the business of Manufacturing and trading of specialty chemicals i.e. Trichloroisocyanuric Acid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n its meeting dated 26th May 2020. The Board of Directors of both the Applicant Companies passed a resolution by which, it was resolved that the Scheme of Arrangement, placed before the Board, be submitted to this Authority for its sanction after obtaining the approval from the concerned stock exchanges. Copies of the audit committee report and Board resolutions are annexed to the Application respectively as Annexure F and G. 8. The following are the reliefs prayed by the Applicant Company. (A) THAT meeting of the Equity Shareholders and Preference Shareholders of Applicant-1/Transferor Company be directed to convene for the approval and consideration of the Scheme. (B) THAT a meeting of the Unsecured Creditors of Trion Chemicals Private Limited, the Applicant Transferor Company be directed be convened to obtain the approval to the Scheme; (C) THAT there are no Secured Creditors in the Applicant-1/Transferor Company. Hence, the meeting of the Secured Creditors is not required. (D) THAT meeting of the Equity Shareholders of M/s. Bodal Chemicals Limited, the Applicant Transferee Company be dispensed with, In the alternate, this Tribunal may direct for convening ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. Rights and interest of the shareholders of the Applicant Transferee Company are not affected in any manner and no scheme is offered to them. In light of the same, prayer is made to dispense with the meeting of the Equity Shareholders of the Applicant Transferee Company. (iii) It is further submitted that the Applicant Transferee Company has 3 Secured Creditors having total value of Secured Debt at ₹ 190.42 Crores as on 31st May 2020 and around 800 Unsecured Creditors having total value of unsecured debt at ₹ 162.58 Crores as on 31st May 2020, as certified by the Chartered Accountant. Annexure-P and Q respectively provide the details for the Secured and Unsecured Creditors of the Applicant Transferee Company. Directions are sought to convene separate meetings of the Secured and Unsecured creditors of the Applicant Transferee Company. It is also prayed that all the meetings be permitted to be convened and conducted through video conferencing and seek the approval of the concerned parties through e voting. 10. The applicant company has stated that there is no winding up petition pending in any Court or Tribunal in India in respect of (any of the) Applicant Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o physical meetings shall be convened. The Applicant Companies shall appoint a Depository and other required agencies to facilitate the conduct of the meetings. 20. 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 in view of Sections 230 (4) of the Act as well as Rule 6(3)(xi) of the Companies (Management and Administration) Rules, 2014 and SEBI (Listing and Disclosure Requirements Regulations) 2015; it is required to provide facility for remote e-voting to the Public shareholders. However, in view of the above directions for conducting the meeting through video conferencing, The Applicant Company is directed to carry out voting through remote e-voting at the time of meeting for all the Equity Shareholders and report result of the e-voting by Public shareholders separately. The Applicant Companies shall carry out voting for meetings of Secured Creditors as well as Unsecured Creditors by e-voting at the time of meeting. 21. At least one month before the date of the meetings, a notice in Form No. CAA 2 convening the said meetings indicating the day, the date, the time as afo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. 24. Shri Firoj Gaffarbhai Bodla, an independent practicing Chartered Accountant and failing him, Shri Raheel Sanjeev Patel, an independent practicing Advocate and failing him, Shri Sunil Mehta, an independent director of the Applicant Transferee Company, are hereby appointed as Chairman of all the meetings of the Applicant Companies to be held on 22nd October 2020 and in respect of any adjournment or adjournments thereof. 25. Shri Tapan Shah, having membership No. F4476, practicing Company secretary shall act as the Scrutiniser for the said meetings. 26. 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 Companies or any agency for carrying out the aforesaid directions. The Chairman of the meetings shall have all powers under the Articles of Association of the Applicant Companies and also under Rules, including for deciding any procedural questions, that may arise at the meetings or adjournment(s) thereof proposed at the said ..... X X X X Extracts X X X X X X X X Extracts X X X X
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