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TMI Blog2021 (1) TMI 451X X X X Extracts X X X X X X X X Extracts X X X X ..... .2021 at 11AM or any adjourned dates thereof, for the purpose of considering, and, if thought fit, approving, the proposed Scheme of Arrangement (Scheme), through video conferencing and/ or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current COVID-19 environment mandating social distancing norms shall not be feasible. - CA (CAA) 3083/MB/2019 and CA (CAA) 129/MB II//2019 - - - Dated:- 11-1-2021 - SHRI H.P. CHATURVEDI MEMBER (JUDICIAL) AND SHRI RAVIKUMAR DURAISAMY MEMBER (TECHNICAL) For the Applicant Companies: Sr. Counsel. Mr. Zal Andhyarujina, Adv. Karan Bhide, i/b. AZB Partners, Advocates for the Applicant Companies 1 and 2 and P A Law Offices, Advocates for the Applicant Company 3 ORDER 1. Heard Ld. Sr. Counsel Mr. Zal Andhyarujina appearing for the Applicant Companies. By these Miscellaneous Applications, the Applicant Companies seek modifications of the order dated 20.02.2020 ( Order ) passed in the captioned Company Scheme Applications. 2. Ld. Sr Counsel submits that this Hon ble Tribunal heard the captioned Company Scheme Applications on 24.01.202 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Monday, March 23, 2020 at 10:30 a.m. respectively. The e-voting facility and postal ballot facility for the Equity Shareholders (holding Fully Paid as well as Partly Paid Equity Shares) of the Applicant Company 1 and the Equity Shareholders of the Applicant Company 3 shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014 as substituted by the Company (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, as applicable. 20. The Counsel for the Applicant Companies submits that since the Scheme is an arrangement between the Applicant Companies and their respective shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no compromise and/or arrangement with the creditors and the debenture holders and as no sacrifice is called for by the creditors and the debenture holders, only a meeting of the shareholders is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tive Applicant Companies. Further, this bench hereby directs the Applicant Company 1 and the Applicant Company 3 to issue notices to all those Unsecured Creditors having value of ₹ 10,00,000/- (Rupees Ten Lakhs only) and more, as on July 31, 2019,???? by courier/ registered post/ speed post/ hand delivery or through e-mail (to those creditors whose e-mail addresses are duly registered with the Applicant Company 1 and the Applicant Company 3, at their last known address as per the records of the Applicant Company 1 and the Applicant Company 3 respectively, with a direction that they may submit their representations, if any, to the Tribunal within 30 (thirty) days from the date of receipt of the said notice and copy of such representations shall simultaneously be served upon the Applicant Company 1 and the Applicant Company 3. 3. Ld. Sr. Counsel submits that in terms of the said Order dated 20.02.2020, this Hon ble Tribunal was pleased to inter-alia direct the Applicant Company 1 and Applicant Company 3 to convene a physical meeting of their Equity Shareholders on 31.03.2020 and 23.03.2020 respectively for the purpose of considering, and if thought fit, approving, the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lders can be conducted using the virtual platform of National Securities Depository Limited (NSDL) through Cisco WebEx for up to 3,000 participants and through Webcast up to 20 lakh participants, which would sufficiently cover the number of members of the Applicant Company 1 and Applicant Company 3. The Applicant Companies also placed on record the General Circular dated 28.09.2020 wherein the MCA has extended the conducting of meeting through Video Conferencing (VC) and Other Audio-Visual Means (OVAM) till December 31, 2020, or until further orders, whichever is earlier. 6. That in compliance with orders dated 17.09.2020; 30.09.2020 and 15.10.2020, on 02.11.2020, MCA through the Regional Director, Western Region filed an affidavit stating that virtual platform set by NSDL is authorised by the MCA for holding of general meeting and also enables shareholders to cast vote in electronic form in respect of postal ballot/general meeting. In Paragraph No. 6 of the affidavit, MCA submitted that they do not have objection to the shareholders meeting proposed to be convened through video conference or OAVM. In this context, certain check list/broad guidelines for convening meeting throu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4. To dispatch the Notice to the Shareholders 5. To share the participant link to the following: 1. Chairman appointed by NCLT 2. Company Secretary 6. To share the link to speaker shareholders for attending the meeting. (B) On the date of Meeting: 7. The facility for joining the Meeting shall be kept open atleast 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time. 8. To hold the Meeting at scheduled time. 9. The members who are present at the Meeting and have not cast their votes through remote e-voting shall be allowed to cast their votes through e-voting at the meeting. Note: Service Provider will give Demo of the Meeting to ensure smooth conducting of the meeting and to avoid any technical issues during the meeting. Applicant Company 1 and Applicant Company 3 submits t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rough video conferencing and/ or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current COVID-19 environment mandating social distancing norms shall not be feasible. (c) The Applicant Company 1 and Applicant Company 3 shall comply with the aforesaid checklist/ board guidelines issued by the MCA vide its Affidavit dated 02.11.2020. (d) The Applicant Company 1 and the Applicant Company 3 undertake that the meetings to be conducted by video-conferencing or other audio-visual means, as ordered above, shall be duly recorded and that the unedited raw footage shall be preserved and made available for verification, if deemed necessary at a later stage. The notices referred to in paragraph 20 of the said Order dated 20.02.2020 shall be sent by Applicant Company 1 to its secured creditors and unsecured creditors having outstanding of ₹ 10,00,000/ - (Rupees Ten Lakhs) and more as on 30.09.2020. No notices are required to be sent by the Applicant Company 2 as it does not have any secured or unsecured creditors as on 30.09.2020. The Applicant Company 3 to serve notices upon all ..... X X X X Extracts X X X X X X X X Extracts X X X X
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