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TMI Blog2020 (12) TMI 1257X X X X Extracts X X X X X X X X Extracts X X X X ..... sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the Act ) read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as the rules ). By this application, the Applicant Transferor Companies are seeking dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors and Applicant Transferee Company is seeking dispensation of Secured Creditors on the basis of the consent affidavit and appropriate directions for holding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Bhadra Textiles and Trading Private Limited and Villa Trading Company Private Limited ( The Transferor Companies ) with Gujarat Sidhee Cement Limited ( The Transferee Company ) and their respective Shareholders and Creditors ( the Scheme ), with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed at Annexure - H, in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act. 2. It is submitted that the rational is to amalgamate the Applicant Transferor Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ying compliance with Section 133 of the Companies Act, 2013. 4. The Applicant Companies have submitted that are no investigation or proceedings against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013 are pending. 5. The Applicant Companies have further submitted that the provisions of the Competition Act, 2002 are not applicable in the present case. Hence, no notice is required to be served to the Competition Commission of India. 6. It is further submitted that the Transferee Company is a manufacturing Company and 100% FDI is allowed under automatic route in all manufacturing companies as per the Consolidated Policy on FDT of the Government of India and no approval under the FEMA is required. Further there will be no in-flow or out-flow of capital on approval of Scheme of Amalgamation. Hence no notice is required to be issued to the RBI. 7. The Applicant Transferor Companies have stated that there are 3 Equity Shareholders in the first Applicant Transferor Company and 3 Equity Shareholders in the second Applicant Transferor Company. The list of Equity Shareholders as certified by the Chartered Accountant is annexed at Annexure L and Annexu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vening of meeting does not arise at all. iii. The meeting of the Equity Shareholders of the Applicant Transferee Company as on 30th November 2020 shall be convened and held on the 22 day of February 2021 at 11:30 A.M. in case of a physical meeting at the Registered Office of the Company at Sidheegram, Prashnawada, Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. iv. The meeting of the Secured Creditors of the Applicant Transferee Company is dispensed with in view of the consent affidavit annexed at page no. 651 (Annexure V ) of the application. v. The meeting of the Unsecured Creditors of the Applicant Transferee Company as per the list of the unsecured creditors on the 30th November, shall be convened and held on the 22 nd day of February 2021 at 3:30 P.M. in case of a physical meeting at the Registered Office of the Transferee Company at Sidheegram, Prashnawada, Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. vi. The Applicant Transferee Company being a listed public limited company, is governed by the SEBI circular no. CFD ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urnment thereof. x. Mr. Sachin Ahuja of M/s Sachin Ahuja Associates, and in his absence, Ms. Ragini Chokshi of M/s Ragini Chokshi Co is appointed as the Scrutinizer for the aforesaid meetings of the equity shareholders and unsecured creditors of the Applicant Transferee Company. xi. The Chairman or Chairperson appointed for the aforesaid meetings shall issue the publication and send out the notices of the meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Transferee Company or any agency for carrying out the aforesaid directions. xii. The Chairman or Chairperson shall have all powers under the Articles of Association of the Applicant Transferee Company and also under the Rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meeting by any person(s) and to ascertain the decision of the sense of the meeting of the Unsecured Creditors by polling paper/ballot. xiii. Voting by proxy/authorized representative is permitted provided that the proxy in the prescribed fo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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