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TMI Blog2020 (12) TMI 1238X X X X Extracts X X X X X X X X Extracts X X X X ..... owered to examine the Scheme broadly, whether the Scheme is prepared in accordance with law and the interest of all the stakeholders of Companies involved are taken care of by affording due notice of Scheme, etc. The Scheme in question, prima facie found to be in the larger interests of the Companies involved and their stakeholders. The Tribunal is empowered, under Section 230(9) of the Companies Act, 2013, to dispense with calling of a meeting of creditors or class of creditors, where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the Scheme of compromise or arrangement. Therefore, there is no necessity to convene the meetings for the same purpose and the Tribunal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ries A Compulsorily Cumulative Preference Shares of ₹ 100/- each, 35,62,920 Series B Compulsorily Cumulative Preference Shares of ₹ 10/- each, 35,62,920 Series B1 Compulsorily Cumulative Preference Shares of ₹ 10/- each and 32,52,810 Series C Compulsorily Convertible Preference Shares of ₹ 10 each and the Issued, Subscribed and Paid-up Capital is ₹ 30,82,12,370/- comprising of 46,11,958 Equity Shares of ₹ 10/- each, 35,90,910 Series A Equity Shares of ₹ 10 each, 12,25,000 Series A Compulsory Convertible Cumulative Preference Shares of par value of ₹ 100/- each, 35,62,920 Series B Compulsory Convertible Cumulative Preference Shares of par value of ₹ 10/- each, 35,59,836 Series B1 Compulso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tible Preference Shares of ₹ 100/- each etc. Accordingly, Mrs. Mamta Ajila the Authorised Representative of M/s. Manavi Holdings Private Limited has filed an Affidavit dated 09.11.2020 by inter alia stating that they are holding 22,45,237 Equity Shares of ₹ 10/- each in the Transferee Company and has given consent for the Scheme and dispensation from holding the meeting of the Equity Shareholders. Mr. Ashwin Ajila filed an affidavit dated 09.11.2020 stating that he is holding 9,31,333 Equity Shares of ₹ 10/- each in the Transferee Company and has given consent for the proposed Scheme. Similarly, other 12 (Twelve) Shareholders also have filed their respective affidavits of even dated with similar declaration, for the propos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ured Creditor as at 05.09.2020 viz., M/s. Kimera Limited due amounting to ₹ 14,42,98,196/-. Accordingly, Mr. Zaid Yahia Al-Qaimi and Amine Bentaleb the Directors of M/s. Kimera Limited have filed a consent letter dated 03.11.2020, with due amount of ₹ 14,42,98,196/-, has given consent for the proposed Scheme and dispensation from holding the meeting of the Creditors of the Transferee Company, subject to the approval of this Hon'ble Tribunal. (5) M/s. Krackin Technologies Private Limited(hereinafter referred to as Applicant Company No. 2/Transferor Company') was incorporated on 10.02.2016 under the Companies Act, 2013 bearing CIN: U74900KA2016PTC085976 and having its registered office situated at No. 219, 1st Floor, 2n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nter alia stating that he is holding 1,32,025 Equity Shares of ₹ 10/- each in the Transferor Company and has given consent for the Scheme in question and dispensation of their meeting. Further, the said Chartered Accountant vide Certificate dated 11.05.2020 certified that there are no Secured Creditors and Unsecured Creditors as on 11.05.2020 in the Transferor Company. (7) The Board of Directors of the Applicant Companies in their respective meetings held on 10th September, 2020, have approved and adopted the Scheme of Amalgamation. (8) Further, M/s. Bhat Rai, Chartered Accountants, the Statutory Auditors of the Applicant Companies, has issued a Certificate dated 05.09.2020 by inter alia stating that the accounting treatment c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured Creditors of the Applicant Company No. 1 constituting greater than 90% in value of the total amount due have given their consent to the Scheme in question and consent for dispensation of their meetings by the Tribunal. We have perused the Certificates given by the Chartered Accountants, as mentioned above, and all the concerned Affidavits wherein the parties have declared that they have 'no objection' for dispensation of their meetings by the Tribunal. The Companies have disclosed material information with regard to the Scheme in question, and in the normal circumstances, it is the prerogative of concerned Companies to evolve a Scheme suitable to them and the Tribunal is only empowered to examine the Scheme broadly, whe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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