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TMI Blog2021 (6) TMI 972X X X X Extracts X X X X X X X X Extracts X X X X ..... he business of manufacturing and trading of products in the consumer segment which includes diapers and sanitary pads that cater to consumers everyday needs. The Company is also engaged in providing information technology (IT) enabled services to its Group Companies. Applicant Company No. 2 is engaged in the business of trading of Professional segment products which are segregated into two categories viz. washroom products which comprises of hand towels, sanitizers, bath tissues, soaps and Workplace, Industrial Scientific products which comprise of wipers, gloves apparels. Both Applicant Companies are situated in Pune. 3. The Counsel for the Applicant Companies submits that the Appointed Date fixed under the Scheme shall be 1st April, 2020, or such other date as may be approved by the Tribunal. 4. That the rationale behind the Scheme is as follows: a. The amalgamation will enable pooling of resources of the Applicant Companies to their common advantage, resulting in more productive utilization of the resources and achieving economies of scale resulting into cost and operational efficiencies, which would be beneficial for all the stakeholders; b. After acquisition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of the value of available productive and realisable assets in the consolidated balance sheet of Applicant Company No. 2; and l. The said adjustment of Capital Reserve / Securities Premium Account post amalgamation does not involve any financial outlay / outgo and therefore, would not affect the ability or liquidity of Applicant Company No. 2 to meet its obligations or commitments in the normal course of business. Further, the Scheme would also not in any way adversely affect the ordinary operations of Applicant Company No. 2. 5. That Applicant Company No. 1 has 2 (two) equity shareholders. The list of equity shareholders of Applicant Company No. 1 as certified by Khanolkar Associates, Chartered Accountants of Applicant Company No. 1 is annexed to the Company Application. 6. The Counsel for the Applicant Companies submits that in view of Applicant Company No. 1 not having any preference shareholders and debenture holders, the convening and holding of a meeting of the preference shareholders and debenture holders of the Company to consider and approve the Scheme would not arise. . 7. The Counsel for the Applicant Companies submits that there are no secured creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Unsecured Creditors in value. 15. We have heard the learned counsel appearing for the Applicants and have perused the Application and its enclosures. We hereby direct as follows. ORDER The Application be and the same is allowed in the following terms. i. The prayer for dispensation of the meeting of Unsecured Creditors of Applicant Company No. 1 is allowed in view of the consent given. ii. The prayer for dispensation of the meeting of Unsecured Creditors of Applicant Company No. 2 is allowed in view of the consent given. iii. The meeting of the Equity Shareholders of Applicant Company No. 1, for the purpose of considering and if thought fit, approving, with or without modification, the Scheme, shall be conducted as follows. a. The meeting shall be be held at Art Guild House, A-09, A-Wing, 3rd Floor, Phoenix Market City, LBS Marg, Kurla (W), Mumbai - 400070 on 18th August 2021 at 11:00 AM. iv. The Applicant Company No. 1 shall, a. At least 30 days before the said meeting issue notice in the prescribed form CAA.2, of convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme, a copy of a statement discl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve notice upon the Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Act and as per rule 8 of the Rules . If no representation is received by the Tribunal within a period of 30 days from the date of such notice, it will be presumed that the Official Liquidator has no representation to make in respect of the Scheme. v. We hereby appoint PRASS Associates, Chartered Accountants having their office at Office No. 101 102, Gurukrupa Towers, S. No. 50, 52, 53A, above HDFC Bank, Aranyeshwar Chowk, Sahakar Nagar, Pune 411009, Mobile No. :- 9822029428/9850718194, email :- [email protected], to assist the Official Liquidator in scrutinising the books of accounts of Applicant Company No. 1 for the last 5 years and submit its report to the Tribunal. Applicant Company No. 1 shall pay fees of ₹ 1,00,000/- (Rupees One Lakh Only) for this purpose. vi. That Applicant Company No. 1 shall forthwith serve notice upon other sectoral regulators as may be applicable to Applicant Company No. 1 pursuant to section 230 (5) of the Act and as per Rule 8 of the Rules. If no response is received by the Tribunal from such sectorial regulators within 30 (thirty) days o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9 of the Administration Rules by Registered Post A.D. or by speed post or by courier or by e-mail or by hand delivery to the (i) Central Government through the office of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, (ii) the Registrar of Companies, Pune, Maharashtra, and (iii) the Income Tax Authorities within whose jurisdiction Applicant Company No. 2 s assessments are made, clearly indicating the PAN of Applicant Company No. 2, pursuant to section 230(5) of the Act and as per Rule 8 of the Rules that they may submit their representations, if any, within a period of 30 days from the date of receipt of such notice, to the Tribunal with a copy of such representations to be simultaneously served upon Applicant Company No. 2. If no response is received by the Tribunal within that period it shall be presumed that they have no representation/objection to the Scheme. x. That Applicant Company No. 2 shall forthwith serve notice upon other sectoral regulators as may be applicable to Applicant Company No. 2 pursuant to section 230(5) of the Act and as per Rule 8 of the Rules. If no response is received by the Tribunal from such sectorial regulators within ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me in case of the equity shareholders of Applicant Companies by voting through electronic means and Postal Ballot also. xvii. That the voting at the meetings of the equity shareholders of Applicant Companies, on all resolutions to take place by poll. xviii. That Sharp Tanan, practicing Company Secretary, be appointed as scrutinizer for the meetings of the equity shareholders of Applicant Companies for conducting the poll process in a fair and transparent manner. xix. That the list of the equity shareholders of Applicant Company No. 1 and Applicant Company No. 2 as per the register of members as of 31st March, 2020 shall be in accordance with the books/ registers of the respective Applicant Companies as of 31st March, 2020 and where the entries in the books are disputed the respective Chairman shall determine the value for the purpose of the meetings; xx. That the respective Chairman of the meetings to file a report in Form No. CAA.4 before this Tribunal as to the results of the said meetings of the equity shareholders of the Applicant Companies, within 21 days of the conclusion of such meetings as per Rule 14 of the Rules. 16. Keeping in view the lockdown owing to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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