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TMI Blog2020 (11) TMI 999X X X X Extracts X X X X X X X X Extracts X X X X ..... dering and if thought fit, approving, the composite Scheme of Arrangement between GTPL Hathway Limited, GTPL Deesha Cable Net Private Limited, GTPL TV Tiger Private Limited, GTPL Meghana Distributors Private Limited, SCOD18 Networking Private Limited, GTPL Anjali Cable Network Private Limited, GTPL Video Vision Private Limited, GTPL Vidarbha Tele Link Private Limited, GTPL Surat Telelink Private Limited, GTPL Blue Bell Network Private Limited, GTPL City Channel Private Limited and GTPL Shivshakti Network Private Limited and their respective shareholders and creditors. 2. It is submitted that the proposed Composite Scheme of Arrangement provides for i. Demerger of Digital Cable TV Business Undertaking of Applicant Companies 2,3,4,5,6,7,8,9 and 10 into Applicant Company 1 and capital reduction in Demerged Company 2,3,5,6 and 8 as a result of transfer of Demerged Undertaking as an integral part of the Scheme; and ii. Amalgamation of Applicant Company 11 and 12 with Applicant Company 1; 3. It is submitted that the Applicant Company 1 is a listed Public Company and all the Applicant Companies 2 to 12 are the wholly owned subsidiaries of the Applicant Company 1. 4. The Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 9 is Rs. 1,00,000/-. The Board of Directors of the Applicant Company 9 vide resolution dated 3rd September, 2020, have approved the composite Scheme of Arrangement. 13. The Applicant Company 10 is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 10 is Rs. 1,00,000/-. The Board of Directors of the Applicant Company 10 vide resolution dated 3rd September, 2020, have approved the composite Scheme of Arrangement. 14. The Applicant Company 11 is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 11 is Rs. 1,00,000/-. The Board of Directors of the Applicant Company 11 vide resolution dated 3rd September, 2020, have approved the composite Scheme of Arrangement. 15. The Applicant Company 12 is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 12 is Rs. 1,00,000/-. The Board of Directors of the Applicant Company 12 vide resolution dated 3rd September, 2020, have approved the composite Scheme of Arrangement. 16. All the Applicant Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 12 are produced at Annexure-AD Colly to the application. It is further submitted that M/s. VMB & Associates LLP, Chartered Accountants, has issued certificate certifying the list of Equity Shareholders of Applicant Companies 2 to 12 and certifying that all the equity shareholders of Applicant Companies 2 to 12 have given their consent, in writing, in approval to the Scheme. The aforesaid certificate issued by M/s. VMB & Associates LLP, Chartered Accountants is produced at Annexure-AE Colly (Pg.1136) to the Application. The Applicant Companies 2 to 12 therefore seek dispensation of meeting of Equity Shareholders of Applicant Companies 2 to 12. 20. It is stated in the Application that the Applicant Company 1 has four Secured Creditors and more than 90% of the Secured Creditors of Applicant Company 1 have given their consent in writing, in the form of affidavit, in approval to the Scheme of Arrangement and for waiving their right to convene meeting of the Secured Creditors. Consent Affidavits of all the secured creditors of Applicant Company 1 are produced at Annexure-AA Colly (Pg.1007-1032) to the application. M/s. VMB & Associates LLP, Chartered Accountants, has issued certificat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0) to the Application. The Applicant Company 2 therefore seeks dispensation of meeting of Unsecured Creditors of Applicant Company 2. 24. It is stated in the application that the Applicant Company 3 has 12 unsecured creditors. It is further stated in the application that more than 90% in value of the total Unsecured Creditors of Applicant Company 3 have given their consent in writing, in the form of affidavit, in approval to the Scheme of Arrangement and for waiving their right to convene meeting of the Unsecured Creditors. Consent Letters of Unsecured Creditors of Applicant Company 3 are annexed at Annexure-AI Colly to this application. M/s. VMB & Associates LLP, Chartered Accountants, has issued certificate certifying the number and value of debt of Unsecured Creditors and certifying that more than 90% in value of the total Unsecured Creditors of Applicant Company 3 have given their consent in approval of the Scheme. The aforesaid certificate issued by M/s. VMB & Associates LLP, Chartered Accountants is produced at Annexure-AJ (Pg.1169) to the Application. The Applicant Company 3 therefore seeks dispensation of meeting of Unsecured Creditors of Applicant Company 3. 25. It is st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cate issued by M/s. VMB & Associates LLP, Chartered Accountants is produced at Annexure-AN (Pg.1183-1186) to the Application. The Applicant Company 6 therefore seeks dispensation of meeting of Unsecured Creditors of Applicant Company 6. 28. It is stated in the application that the Applicant Company 7 has 2 unsecured creditors. It is further stated in the application that more than 90%) in value of the total Unsecured Creditors of Applicant Company 7 have given their consent in writing, in the form of affidavit, in approval to the Scheme of Arrangement and for waiving their right to convene meeting of the Unsecured Creditors. Consent Letters of Unsecured Creditors of Applicant Company 7 are annexed at Annexure-AO Colly to this application. M/s. VMB & Associates LLP, Chartered Accountants, has issued certificate certifying the number and value of debt of Unsecured Creditors and certifying that more than 90% in value of the total Unsecured Creditors of Applicant Company 7 have given their consent in approval of the Scheme. The aforesaid certificate issued by M/s. VMB & Associates LLP, Chartered Accountants is produced at Annexure-AP (Pg.1188-1191) to the Application. The Applicant Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tors of Applicant Company 10 have given their consent in writing, in the form of affidavit, in approval to the Scheme of Arrangement and for waiving their right to convene meeting of the Unsecured Creditors. Consent Letters of Unsecured Creditors of Applicant Company 10 are annexed at Annexure-AU Colly to this application. M/s. VMB & Associates LLP, Chartered Accountants, has issued certificate certifying the number and value of debt of Unsecured Creditors and certifying that more than 90% in value of the total Unsecured Creditors of Applicant Company 10 have given their consent in approval of the Scheme. The aforesaid certificate issued by M/s. VMB & Associates LLP, Chartered Accountants is produced at Annexure-AV (Pg.1203-1206) to the Application. The Applicant Company 10 therefore seeks dispensation of meeting of Unsecured Creditors of Applicant Company 10. 32. It is stated in the application that the Applicant Company 11 has one unsecured creditor. It is further stated in the application that the sole unsecured creditor of Applicant Company 11 has given its consent in writing, in the form of affidavit, in approval to the Scheme of Arrangement and for waiving its right to conve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of Applicant Companies 2 to 12, no meeting of Equity Shareholders of Applicant Company 1 is required. In these set of facts, this Bench orders dispensation of the meeting of Equity Shareholders of Applicant Company 1. 36. Considering the consent affidavits of Equity Shareholder and its nominee of Applicant Companies 2 to 12, which is placed on record, this Bench orders dispensation of the meeting of Equity Shareholders of Applicant Companies 2 to 12. 37. Considering the consent affidavits of Secured Creditors of Applicant Company 1, which is placed on record, this Bench orders dispensation of the meeting of Secured Creditors of Applicant Company 1. 38. Considering the Certificates issued by Chartered Accountants that the Applicant Companies 2 to 12 do not have Secured Creditors, as such holding and/or convening of meetings of the Secured Creditors of Applicant Companies 2 to 12 does not arise at all. 39. Considering the consent affidavits of Unsecured Creditors of Applicant Company 2, Applicant Company 3, Applicant Company 4, Applicant Company 6, Applicant Company 7, Applicant Company 8, Applicant Company 9, Applicant Company 10, Applicant Company 11 and Applicant Company 12, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies (CAA) Rules, 2016 shall be sent to each of the Unsecured Creditors of the Applicant Company 1 and Applicant Company 5 at their respective registered or last known addresses either by registered post or speed post or air mail or by courier or by e-mail or by hand delivery. The notices shall be sent to all the Unsecured Creditors of Applicant Company 1 and Applicant Company 5 with reference to the list of unsecured creditors as on 5 September 2020. iv. Shri Rahul Patel (Chartered Accountant) and in his absence Shri Mehul Talera (Chartered Accountant) shall be the Chairperson of the meetings of Unsecured Creditors of Applicant Company 1 and Applicant Company 5 to be held on 29th December 2020 and in any adjourned meeting(s). v. Shri Chirag Shah having membership No. F5545, practicing Company Secretary is appointed as Scrutinizer for the said meetings including conducting the Postal Ballot. vi. 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 5 or any agency for carrying out the aforesaid direc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rough the Regional Director, North Western Region, (ii) The Registrar of Companies, Gujarat(iii) The Income Tax Authorities (iv) Official Liquidator (in case of Applicant Company 11 and Applicant Company 12), (v) the BSE Limited (in case of Applicant Company 1), (vi) the NSE Limited (in case of Applicant Company 1) and (vii) SEBI Limited (in case of Applicant Company 1) stating that the 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 Composite Scheme of Arrangement. The said notice (s) shall be sent forthwith after notice is sent to the Unsecured Creditors of the Applicant Company 1 and Applicant Company 5 by registered post or by speed post or by courier or by Email or by hand delivery at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representation under sub-section (5) of Section 230 shall send the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which it shall be de ..... X X X X Extracts X X X X X X X X Extracts X X X X
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