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TMI Blog2021 (7) TMI 193X X X X Extracts X X X X X X X X Extracts X X X X ..... ns 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Act ) seeking dispensation of meeting of Equity Shareholders of all the Applicant Companies and seeking dispensation of the meetings of Unsecured Creditors of Applicant Companies 2 to 8, while seeking directions for convening and holding the meetings of Secured Creditors of Applicant Company 1 and Applicant Company 8 and seeking directions for convening and holding the meeting of Unsecured Creditors of Applicant Company 1 and seeking declaration that since there are no secured creditors in Applicant Companies 2 to 7, the meetings of Secured Creditors of Applicant Companies 2 to 7 is not required to be held, for the purpose of considering and if thought fit, approving, with or without modification, a Composite Scheme of Arrangement amongst Excelsource International Private Limited, Cool N Care Technologies Private Limited, Solutions 4 Energy Private Limited, Golf Way Leisure Private Limited, Redclieffe Real Estates Private Limited, House Life Technology Private Limited, Jaiveek Agro Biotech Private Limited, and Metmin Resource Consultants Private Limited (Demerged Company), and their respective Sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ership attention for the demerged undertaking. ii. The Scheme is in the best interests of the shareholders, employees and the creditors of all the Companies; iii. The Scheme does not have any adverse effect on either the shareholders, the employees or the creditors of the companies. The Boards of Directors of the companies believe that the Scheme would ensure benefit to all the stakeholders and will enhance the value for all shareholders/promoters. 6. It is stated by the Applicant Companies that the accounting treatment specified in the Scheme of Amalgamation is in conformity with the Accounting Standards as prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013. 7. It is stated by the Applicant Companies that the Competition Commission of India is not concerned with the Scheme proposed by the applicant companies considering the contents of the Scheme. 8. It is further stated that there are no investigation or proceedings under the Companies Act, 1956/Companies Act, 2013 have been instituted or are pending in relation to the Applicant Companies. 9. It is submitted that the applicant companies have following Shareholders, Secur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Arrangement and waving their right to participate in such meeting. Hence, meetings of the Shareholders of all the applicant companies as well as meetings of the Unsecured Creditors of the Applicant Companies 2 to 8 are hereby dispensed with. Since there are NIL Secured Creditors in Applicant Companies No. 2, 3, 4, 5, 6 and 7, question for convening of meetings of Secured Creditors of Applicant Companies No. 2, 3, 4, 5, 6 and 7 does not arise at all. 15. The present joint company application is allowed with following orders/directions. i. The Applicant Company 1 is directed to convene and hold individual meetings of Secured Creditors and Unsecured Creditors separately as stated herein below:- a. The meeting of Secured Creditors of Applicant Company 1 shall be convened on 5.8.2021 at 11:30 AM at the registered office of the Company. b. The meeting of Unsecured Creditors of Applicant Company 1 shall be convened on 5.8.2021 at 12:00 Noon at the registered office of the Company. ii. The Applicant Company 8 is directed to convene and hold individual meeting of Secured Creditors as stated herein below. a. The meeting of Secured Creditors of Applicant Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vi. Mr. S. Samdani, Practicing Company Secretary, in his absence Mr. Suresh Kumar Kabra, Practicing Company Secretary, shall be the Chairperson of the meetings of Secured Creditors of Applicant Company 8 to be held within 45 days from the date of the order and in any adjourned meeting(s). vii. Ms. Megha Dave, Practicing Company Secretary and in her absence Mr. Chirag Shah, is appointed as Scrutinizer for the said meetings of Applicant Company 1 and Applicant Company 8 viii. The Chairperson appointed for the aforesaid meetings shall issue advertisements and send out notices of the meetings referred to above. The Chairperson is free to avail the services of Applicant Company 1 and Applicant Company 8 or any agency for carrying out the aforesaid directions. The Chairperson shall have all powers under the Articles of Association of Applicant Company 1 and Applicant Company 8 and also under the Rules in relation to the conduct of meetings, including for deciding any procedural question that may arise at the meetings or adjournment thereof proposed at the said meetings, amendment(s) to the aforesaid scheme or resolutions, if any, proposed at the aforesaid meetings by any perso ..... X X X X Extracts X X X X X X X X Extracts X X X X
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