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TMI Blog2021 (6) TMI 1014X X X X Extracts X X X X X X X X Extracts X X X X ..... ntants ORDER Harish Chander Suri, Member (T) 1. The instant application has been filed, in the first stage of the proceedings, under Section 230(1), read with Section 232(1) of the Companies Act, 2013 ( Act ), for orders and directions with regard to dispensation of meetings of shareholders and unsecured creditors of all the applicants and convening meeting of secured creditors of Applicant no. 4, in connection with Composite Scheme of Arrangement amongst Flurys Swiss Confectionery Private Limited, being the Applicant No. 1, above named ( Demerged Company or Transferor Company No. 1 or Applicant No. 1 ), Fusion Beverages Private Limited, being the Applicant No. 2, above named ( Transferor Company 2 or Applicant No. 2 ), G ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ree Company to the shareholders of the Transferor Company 1 and the Transferor Company 2. 3. It is submitted by Ld. Counsel appearing for the Applicant(s) that the shares of the Applicant No. 1, Applicant No. 2, Applicant No. 3 and Applicant No. 4 are not listed. Further, the Applicant(s) have the following classes of shareholders and creditors: (a) Applicant No. 1: Equity Shareholders and Unsecured Creditors (b) Applicant No. 2: Equity Shareholders and Unsecured Creditors (c) Applicant No. 3: Equity Shareholders and NIL Creditors (d) Applicant No. 4: Equity Shareholders, Secured Creditors and Unsecured Creditors 4. It is further submitted that all Equity Shareholders and over 90% in value of Unsecured Creditors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The meeting, as above shall be held virtually via video conferencing or other audio-visual mode ( Virtual Mode ). Subject to the directions and matters dealt with herein, such meetings shall be held virtually in accordance with the framework provided therefor in the Ministry of Corporate Affairs General Circular No. 14/2020 dated 8th April, 2020, as clarified/extended from time to time, including by General Circulars bearing No. 17/2020 dated 13th April, 2020, No. 22/2020 dated 15th June, 2020, No. 33/2020 dated 28th September, 2020 and No. 39/2020 dated 31st December, 2020 ( Virtual Meeting Circulars ). (d) Advertisement: At least 30 (thirty) clear days before the meeting to be held, as aforesaid, an advertisement of the notice of me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said meeting of the Secured Creditors of Applicant Company No. 4 shall be two (2) persons. For the meeting to be held in Virtual Mode, attendance of such persons in Virtual Mode shall be counted for the purpose of quorum. Attendance at such meeting shall be recorded in the minutes of the meeting, instead of taking physical attendance slips. In the event, no quorum is present within 30 minutes from the commencement of virtual meeting, then in such event the creditors present shall constitute quorum and the Chairperson shall proceed with the meeting. It is, however, provided that in the event the quorum of the meeting as aforesaid is not available at the scheduled date and time, the Chairperson may adjourn the meeting to the same da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... choosing to cast their votes by remote e-voting shall nevertheless be entitled to attend, participate and constitute the quorum in the discussions in such meeting but shall not be entitled to vote again at such meeting. (m) Authorization: If a body corporate choose to vote by remote e-voting or by e-voting at the meeting held in Virtual Mode, a scanned copy of such letter authorizing him/her to attend or vote for such resolution shall be duly sent by email to the Scrutinizer or the Chairperson. The Chairperson/Scrutinizer appointed for the meeting and/or, the Company is directed to accept such email in this regard. (n) That the Chairperson appointed for the said meeting or any person authorized by the Chairperson do issue and send ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of the said meeting. Such report shall be in Form No. CAA-4 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, verified by an affidavit. 7. Notice under Section 230(5) of the Companies Act, 2013, along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013, shall also be served on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Applicant(s) are registered; Official Liquidator, and Income Tax Department having jurisdiction over the Applicant(s); by sending the same by hand delivery through special messenger or by post or by email forthwith after the notices are sen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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