9911796707
TMI Blog2021 (4) TMI 1238X X X X Extracts X X X X X X X X Extracts X X X X ..... holding and convening the meetings of equity shareholders, secure and unsecured creditors of applicant amalgamated company for the purpose of considering and thought fit for the proposed scheme of amalgamation. The scheme of arrangement is in the nature of amalgamation of M/s. Jupiter Wagons Limited (Transferor Company) situated at Kolkata (W.B.) with M/s. Commercial Engineers Body Builders Co. Ltd. (Transferee/ amalgamated Company) hereinabove. 2. The Registered Offices of the applicant Transferee company is situated at Jabalpur in the state of Madhya Pradesh thus under the jurisdiction of this Tribunal. The registered office of amalgamating company is situated in Kolkata in the state of West Bengal hence the separate application is filed before the respective bench for the necessary directions in respect of amalgamating company for the proposed scheme of amalgamation. 3. The Ld. PCS of the applicant amalgamated company has submitted that the issued, subscribed, and paid share capital of the applicant amalgamated company are as under; I. ₹ 89,48,26,570 (Rupees Eighty-Nine Crores forty-Eight lakhs Twenty Six thousand five hundred and seventy) divided into 8,94,82, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 250A of the Companies Act, 1956 or applicable provisions of the Companies Act, 2013 against the amalgamating company as well as amalgamated company. 9. Neither the amalgamated nor amalgamating companies are registered as non-banking financial companies. 10. It is also submitted by the applicant amalgamated company that neither the amalgamated company nor amalgamating company is a shell company and none of the directors of the said companies are disqualified under section 164 of the Companies Act, 2013. 11. The following are the reliefs prayed by the applicant / amalgamated company; I. This Tribunal may please to direct for holding and convening of the meetings of the equity shareholders of amalgamated companies. II. This Tribunal may please to dispense with the meetings of preference shareholders of the applicant amalgamated company. III. This Tribunal may please to direct for holding and convening of the meetings of secured as well unsecured creditors of applicant amalgamated company. IV. This Tribunal may kindly direct to issue notices to the statutory authorities under section 230(5) of the Companies Act, 2013; 12. Heard the learned PCS for the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t fit, approving with or without modification(s) the arrangement embodied in the Scheme; V. In light of the MCA Circulars and Circulars issued by SEBI, it is directed that the voting by the Equity Shareholders of the applicant amalgamated Company to the Scheme, shall be carried out through remote e-voting and e-voting at the time of the VC/OAVM meeting (Insta Poll). It is further directed that the voting for the meetings of the Secured Creditors and the Unsecured Creditors shall also be carried out through remote e-voting and e-voting at the time of the VC/OAVM meeting (Insta Poll); VI. At least one month before VC/OAVM meeting, an advertisement about the convening of the said meetings, indicating the day, the date, and time shall be published in English Daily, 'Financial Express (All editions), and a Hindi translation thereof in Raj Express (All Edition). The publication shall indicate the time within which the copies of the Scheme shall be made available to the concerned persons free of charge from the registered office of the Applicant Company. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company shall be the Chairman of the aforesaid meetings and in respect of any adjournment or adjournments thereof; IX. CS Sonam Agarwal (Membership No. A46428 C.P. No. 16978), a Practising Company Secretary, is appointed as Scrutinizer for the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant amalgamated Company; X. The Chairman appointed for the aforesaid meetings shall issue the advertisements and sent out the notices of the meetings referred to above. The Chairman is free to avail the services of the Applicant Company or any agency for carrying out the aforesaid directions. The Chairman of the meetings shall have all powers under the Articles of Association of the Applicant Company and also under the Rules in relation to conduct of meetings, including for deciding any procedural questions that may arise at the meetings or at adjournment or adjournments thereof proposed at the said meetings, amendment(s) to the aforesaid Scheme or resolution, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the aforesaid meetings of by remote e-voting and e-voting at the VC/OAVM meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... read with Rule 6 of the Rules in Form No. CAA.3 along with the copy of the Scheme, the explanatory statement, and the disclosures mentioned under Rule 6 of the Rules to (i) Central Government through Regional Director, North-Western Region; (ii) Registrar of Companies, Madhya Pradesh; (iii) concerned Income-Tax Authorities; (iv) BSE, (v) NSE stating that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed Scheme. The said notice shall be sent forthwith after notice is sent to the members or creditors of the Applicant Company by registered post or by speed post or by courier or by hand delivery or e-mail at the office of the authority as required by sub-rule (2) of Rule 8 of the Rules. The aforesaid authorities, who desire to make any representation under sub-section (5) of Section 230 of the Act, shall send the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which it will be deemed that they have no representation to make on the proposed arrangement. - - TaxTMI - TMITa ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
