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TMI Blog2020 (7) TMI 763X X X X Extracts X X X X X X X X Extracts X X X X ..... ORDER Per:V. Nallasenapathy, Member Technical 1. This court convened via video conferencing. 2. The Counsel for the Applicant Companies submits that the present Scheme is a Scheme of Merger of Precious Trading and Investments Limited (Transferor Company) with Sheth Developers Private Limited (Transferee Company) and their respective Shareholders (Scheme)under the provisions of sections 230 to 232 of the Companies Act, 2013. 3. The Counsel for the Applicants submits that the Transferor Company is engaged in business of investing in other companies and the Transferee Company is engaged in business of builders, contractors, erectors, constructors of buildings, houses, apartments, structures for residential, industrial, commer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme of Merger and a copy of the 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, shall be sent by Registered Post or by Air Mail, or by courier or by speed post, or by hand delivery addressed to each of the Equity Shareholders of the Applicant Companies at their respective registered or last known addresses or by e-mail to the registered e-mail addresses of the Equity Shareholders as per the records of the Applicant Companies. 8. At least thirty(30) clear days before the meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be Mr. Prakash Shenoy, (Membership No. A14026) or failing him Mr. Anil C Shah (Membership No.F3088) Partners of M/s. SAP Associates, Company Secretaries, for a remuneration as mutually agreed between the Applicant Companies and scrutinizer for their services. 12. The Chairperson appointed for the aforesaid meetings to issue the advertisements and send out the notices of the meetings referred to above. The said Chairperson shall have all powers as per Articles of Association of the Transferor Company and also under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting(s), including for deciding procedural questions that may arise or at any adjournment thereof or any othe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ccounts are disputed, the Chairperson for the meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf shall be final. 16. The Chairperson to file an affidavit not less than 7 (seven) days before the date fixed for the holding of the meetings and do report to the Tribunal that the directions regarding the issue of notices and advertisements have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 17. The Chairperson to report to the Tribunal, the result of the aforesaid meetings within 30 (Thirty) working days of the conclusion of the meetings, and the said report shall be verified by his Affidavit as per Rule 14 of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at they may submit their representations, if any, to the Tribunal within a period of 30 (thirty) days from the date of receipt of such notice and a copy of such representation shall simultaneously be served upon the Transferee Company. 21. The Counsel for the Transferee Company submits that since the Scheme is in accordance with the provisions of section 230(1)(b) of the Companies Act 2013 and does not involve any diminution of liability on the part of the creditors. Therefore, this Bench hereby directs the Transferee Company to issue notice to the Unsecured Creditors having outstanding amount in excess of ₹5,00,000/- which consisting 98.74% of total amount of unsecured creditors, as required under section 230(3) of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esponse received by the Tribunal from BSE Limited and SEBI within a period of thirty days from the date of receipt of such notice, it will be presumed that theyhave no objection to the proposed Scheme. 25. The Transferee Company is directed to serve notices along with copy of scheme upon the concerned Real Estate Regulatory Authority (RERA), pursuant to section 230(5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response received by the Tribunal from RERA within a period of thirty days from the date of receipt of such notice, it will be presumed that the RERA have no objection to the proposed Scheme. 26. The Applicant Companies to serve the notices along ..... X X X X Extracts X X X X X X X X Extracts X X X X
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