9911796707
TMI Blog2021 (11) TMI 845X X X X Extracts X X X X X X X X Extracts X X X X ..... l on behalf of all the applicant companies being the authorized representative of the applicant companies is filed. The above-named authorized representative for all the applicant companies has been authorized vide board resolution dated 08.08.2021 for the respective applicant companies. It is also represented that the registered office of all the applicant companies is under the domain of Registrar of Companies, Gujarat, and within the territorial jurisdiction of this Bench. 3. It is submitted that the Transferor Company No. 1 (CIN: U28999GJ1992PTC018185) is incorporated on 20th August 1992, under the provisions of the companies Act, 1956, with the ROC, Ahmedabad, Gujarat. The Registered office of the Transferor Company No. 1 is situated at; 2410, Phase-4 GIDC, Vatva, Ahmedabad 382445 in the state of Gujarat. The Authorised Share Capital of the Transferor Company is Rs. 5,00,00,000/- which is divided into 50,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 4,29,36,000/- which is divided into 42,93,600 equity shares of Rs. 10/- each. 4. It is also submitted that the Transferor Company No. 2(CIN: U27310GJ2006PTC048707) i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany No. 1 & 2 inter alia in the business of metal product and making investments. Pursuant to this composite scheme of arrangement the Transferor Company No. 1 & 2 are being merged into the Applicant Company No. 3. Thereafter, the demerged undertaking of the demerged company being the metal manufacturing undertaking is being demerged, transferred, and vested out of the demerged company into the resulting company. The above undertakings have a differentiated strategy, different industry-specific risks, and operate inter alia under different market dynamics and growth trajectory. The nature and competition involved in each of the businesses are distinct from the others and consequently, each business or undertaking is capable of attracting a different set of investors, strategic partners, lenders, and other stakeholders. The transfer and vesting of the demerged undertaking (metal manufacturing undertaking) from the demerged company to the resulting company, according to this scheme would, inter alia, result in the following benefits for the demerged company: a. The proposed Composite Scheme of Arrangement between the Applicant Companies shall help in achieving efficiency of operat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and 46 unsecured creditors certificates from Chartered Accountant certifying list of the secured and unsecured creditors is annexed and the company is seeking direction for holding and convening the meeting of secured and unsecured creditors. 13. With respect to the Transferor Company No. 2, it is stated that: a) There are 3 equity shareholders certificates from Chartered Accountant certifying list of shareholders is annexed and equity shareholders have given their consent affidavit for proposed composite scheme of Arrangement. The copies of the consent affidavits of equity shareholders are annexed with the application. Hence, the company is seeking dispensation for holding/convening the meeting of equity shareholders. b) There are no secured creditors and 8 unsecured creditors certificates from Chartered Accountant certifying list of the secured and unsecured creditors is annexed and the company is seeking direction for holding and convening the meeting of unsecured creditors. 14. With respect to the Demerged Company No. 3, it is stated that: a) There are 2 equity shareholders certificates from Chartered Accountant certifying list of shareholders is annexed and equity shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quity shareholders of the company is hereby dispensed within view of the consent affidavits placed on record. b. The meetings of Unsecured Creditors of Transferor Company No. 2 shall be convened and held on 27/12/2021 at 12:30 pm. c. The meeting of the Secured Creditors of the Transferor Company No. 2 is obviated, as there are no secured creditors of the transferor Company No. 2. d. The quorum for the meeting of the Unsecured Creditors of Transferor Company No. 2 shall be 2. iii) In relation to the Demerged Company: a. The meeting of all equity shareholders of the company is hereby dispensed within view of the consent affidavits, placed on record. b. Holding meetings of the Secured Creditors and Unsecured Creditors of Transferee Company is obviated, as there are no secured and no unsecured creditors of the demerged company. iv) In relation to the Resulting Company: a. The meeting of all equity shareholders of the company is hereby dispensed within view of the consent affidavits, placed on record. b. Holding of meetings of secured creditors of the resulting company is obviated, as there are no secured creditors of the resulting Company. c. The meetings of Unsecur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Chairman of the aforesaid meeting to be held on 20.12.2021 and in respect of any adjournment thereof. 21. Mr. Harshil Lohia, CA (A-24, Pruthvi Tower, Opp. Mangaldeep Appt.-Jodhpur Gam Road, Satellite-Ahmedabad-380015; Mobile: 9638603771) is appointed as the Scrutinizer for the aforesaid meeting to be held on 24.12.2021 and in respect of any adjournment thereof. 22. The Chairman appointed for the aforesaid meeting shall issue the advertisements and send out the notices of the meeting referred to above. 23. The Chairman to file an affidavit of not less than 7(seven) days before the date fixed for the holding of the meetings and to report to this Tribunal that the directions regarding issuance of notices and advertisement of the meeting have been duly complied with as per Rule 12 of the Companies (CAA) Rules, 2016., 24. It is further ordered that the Chairman of the company shall report to this Tribunal on the result of the meeting in Form No. CAA.4, verified by his affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 in from No. CAA.4 within seven days from the date of the meeting. 25. In compliance with sub-section (5) of Section 230 and Rule 8 of the Companies (Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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