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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 ..... cant Company 6, Applicant Company 7, Applicant Company 8, Applicant Company 9, Applicant Company 10, Applicant Company 11 and Applicant Company 12; as well as seeking directions for convening and holding of the meetings of Unsecured Creditors of Applicant Company 1 and Applicant Company 5, for the purpose of considering 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 Undert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he composite Scheme of Arrangement. 11. The Applicant Company 8 is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 8 is ₹ 2,05,000/-. The Board of Directors of the Applicant Company 8 vide resolution dated 3rd September, 2020, have approved the composite Scheme of Arrangement. 12. The Applicant Company 9 is a Private Limited Company. The issued, subscribed and paid up share capital of the Applicant Company 9 is ₹ 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 ₹ 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 ₹ 1,00,000/-. The Board of Directors of the Applicant Company 11 vide resolution dated 3rd September, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itted that the Applicant Company 1 along with its nominee being the only shareholder of Applicant Companies 2 to 12 have given its consent in writing, in the form of affidavit(s), in approval to the Scheme of Arrangement and for waiving right to convene the meeting of the Equity Shareholders of Applicant Companies 2 to 12. Consent Affidavits of all the Equity Shareholders of Applicant Companies 2 to 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 Appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n. 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 2 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-AH (Pg.1160) 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 ce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Letters of Unsecured Creditors of Applicant Company 6 are annexed at Annexure-AM 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 6 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-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, Char ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued by M/s. VMB Associates LLP, Chartered Accountants is produced at Annexure-AT (Pg.1198-1201) to the Application. The Applicant Company 9 therefore seeks dispensation of meeting of Unsecured Creditors of Applicant Company 9. 31. It is stated in the application that the Applicant Company 10 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 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 C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y owned subsidiaries of Applicant Company 1 and no shares are required to be issued or allotted as consideration for the proposed arrangement and also considering the submission that in the instant case, there is no arrangement with the Applicant Company 1 with its shareholders and also considering the fact that the rights of shareholders of Applicant Company 1 are not affected as no new shares are being issued to the shareholders 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dition, at least one month before the date of the aforesaid meetings of Unsecured Creditors of Applicant Company 1 and Applicant Company 5 to be held as aforesaid, a notice convening the said meetings indicating the day, date and time aforesaid, together with a copy of the Composite Scheme of Arrangement, a copy of the statement required to be furnished pursuant to Section 102 of the Act read with Section 230 to 232 of the Act and Rule 6 of the 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ithin 30(Thirty) days of the conclusion of the meetings. xii. In compliance of sub-section (5) of Section 230 and Rule 8 of the Companies (CAA) Rules, 2016, a notice of meetings under sub-section (3) of Section 230 read with Rule 6 of the Companies (CAA) Rules, 2016 in Form No. CAA.3 along with a copy of the Composite Scheme of Arrangement, explanatory statement and the disclosures mentioned under Rule 6 shall be sent to (i) the Central Government through 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 Applican ..... X X X X Extracts X X X X X X X X Extracts X X X X
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