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TMI Blog2021 (11) TMI 845X X X X Extracts X X X X X X X X Extracts X X X X ..... ivate Limited (For brevity Transferor Company No. 2), MGI Tradecom Private Limited (for brevity Transferee Company/demerging Company), and Mahavir Biztrade Private Limited (for brevity Resulting Company) and their respective Shareholders and Creditors. 2. Affidavits in support of the above application have been sworn by Moulik Kishorechand Bansal 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 Capi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with their last Audited Financial Statements for the year ended 31.03.2021. It is further submitted that all the Applicant Companies are not listed companies and the Competition Commission of India regulations do not apply to them. All the Applicant Companies have placed on record the Valuation Report given by Mr. Anil Kumar Agarwal (IBBI registration Number-IBBI/RV/06/2019/11942). 8. It is submitted that Transferor Company 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 invest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a) There are 4 equity shareholders certificates from Chartered Accountant certifying list of shareholders is annexed and all equity shareholders have given their consent affidavit for proposed composite scheme of Arrangement. The copies of the affidavits of all equity shareholders are annexed with the application. Hence, the company is seeking dispensation for holding/convening the meeting of equity shareholders. b) There are 2 secured creditors 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Secured Creditors of Transferor Company No. 1 shall be convened and held on 27/12/2021 at 10:30 am. c. The meetings of Unsecured Creditors of Transferor Company No. 1 shall be convened and held on 27/12/2021 at 11:30 am. d. The quorum for the meeting of the Secured Creditor Transferor Company No. 1 shall be 1. The quorum for the meeting of the Unsecured Creditors of the Transferor Company No. 1 shall be 10. ii) In relation to the Transferor Company No. 2: a. The meeting of all equity 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 at their respective registered or last known addresses either by Registered post or Speed Post/Airmail, E-Mail or by Courier or by Hand Delivery. The Notices shall be sent to the Secured and Unsecured Creditors of Transferor Company No. 1 and the Unsecured Creditors of the Transferor Company No. 2 with reference to the list of the persons appearing on the record of the Transferor Company as of 31/03/2021. 20. Mr. Anuj Aggarwal, CMA (Address: 11, Dharamyug Colony, Ved Mandir Road, Near, Ekta Club, Kankaria, Ahmedabad-380022) shall be 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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