9911796707
TMI Blog2021 (7) TMI 213X X X X Extracts X X X X X X X X Extracts X X X X ..... abovenamed ( Transferor Company or Applicant ) with Commercial Engineers Body Builders Co. Limited, being the Transferee Company abovenamed ( Transferee Company ) whereby and whereunder the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, i.e., 1st October, 2019 in the manner and on the terms and conditions stated in the Scheme. A copy of the Scheme is annexed with the application and marked as Annexure A'. 2. Ms Shruti Singhania, learned authorised representative appearing for the Applicant submits that the Transferee Company is a Public Company limited by shares and the registered office of the Transferee Company is situated at Madhya Pradesh. Therefore, CA (CAA)/8(MP)2021 was filed by the Transferee Company before the National Company Law Tribunal, Indore Bench at Ahmedabad wherein the Bench has passed necessary directions on first motion vide order dated 16th April, 2021. It is noted that the Bench has dispensed the meeting of the Preference Shareholder of the Transferee Company and has directed meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors to be convened and held. 3. The Board o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors and 228 (two hundred and twenty eight) Unsecured Creditors as per the list of Equity Shareholders of the Applicant Company as on 26th February, 2021 as per Annexure G annexed with the application. List of the Secured Creditors and Unsecured Creditors of the Applicant Company as on 31st December, 2020 as per Annexure R annexed with the application. 9. Directions are sought accordingly for - (a) convening of meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors to consider the Scheme under section 230(1) read with section 232(1) of the Act; and (b) issue notices to the statutory authorities under section 230(5) of the Companies Act, 2013. 10. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicant, we allow the instant application and direct meetings as in the subsequent paragraphs. 11. A meeting of the Equity Shareholders of Applicant Company shall be convened and held through videoconferencing or other audio-visual mode (VC/OAVM) or physically on 16th August, 2021 at 11.30 a.m. for the purpose of considering and if thought fit approving with or without modification, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant Company holding shares in physical form or in a dematerialised form as on the cut-off date would be entitled to cast their vote by remote e-voting and e-voting at the VC/OAVM meeting. 18. The notice shall be sent to the Secured and Unsecured Creditors of the Applicant Company with reference to the list of the Secured Creditors and Unsecured Creditors of the Applicant Company as on 31st December, 2020 as per Annexure R annexed with the application. However, in view of the lapse of time, the list of Secured and Unsecured Creditors of the Applicant Company as at 31.03.2021 shall be reckoned for the purposes of sending notices and for invitations to attend the meetings and vote thereon. 19. The Chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meetings referred to above. The Chairperson is free to avail the services of the Applicant Company or any other agency for carrying out the aforesaid directions. The Chairperson of the meetings shall have all powers under the rules in relation to the conduct of the meetings including deciding for any procedural questions that may arise at the meetings or at adjournment or adj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he discussions in such meeting but shall not be entitled to vote again at such meeting. 25. Remote e-voting and e-voting or voting through ballot process at the meeting by the authorised representative is permitted, provided that the resolution, and authorisation for representative to attend the aforesaid respective meetings on its behalf is submitted. Proxies shall not be entitled otherwise to attend or to vote by remote e-voting or by e-voting at the meeting held in Virtual Mode. 26. The votes cast shall be scrutinised by the Scrutiniser. Votes cast in all the modes shall be consolidated. The Scrutiniser shall prepare and submit the respective reports on the meetings along with all papers relating to the voting to the Chairperson of the meetings within three days of the conclusion of the meetings. The Chairperson shall declare the results of the meetings after submission of the reports of the Scrutiniser. 27. The resolution for approval of the Scheme of Arrangement put to a meeting shall, if passed by a majority in number representing three-fourths in value of the respective shareholders/creditors casting their votes, as aforesaid, shall be deemed to have been duly passe ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
