9911796707
TMI Blog2021 (12) TMI 345X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ( Act ) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation of Gigantic Real Estate Private Limited, being Transferor Company No. 1 or Applicant Company No. 1 , SHPL Enterprises Private Limited being the Transferor Company No. 2 or Applicant Company No. 2 . Gandheshwari Commercial Private Limited being the Transferor Company No. 3 or Applicant Company No. 3 , Sangini Constructions Private Limited being the 'Transferor Company No. 4 or Applicant Company No. 4 , Terrific Commercial Private Limited being ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he establishment of a larger company with larger resources and a larger capital base facilitating further expansion and development of the business of all companies. The said scheme will enable the undertakings and business of the said companies to obtain greater facilities possessed and enjoyed by one large company as compared with a number of smaller companies, for raising capital, securing and conducting trade, on favourable terms and other benefits. 7. The scheme will have beneficial results for all the Applicant Companies concerned, their shareholders, and employees concerned. 8. The Board of Directors of the Transferee Company/Applicant Company and the Transferor companies have at their respective Board meetings by resolution pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cant Company Nos. 1, 2, 3, 4, 5, 6 and 7 have already given their consent to the Scheme by way of affidavits which are annexed to the application. 12. Directions are sought accordingly for: i. dispensing with meetings of the classes of equity shareholders of the Applicant Company Nos. 1, 2, 3, 4, 5, 6, 7 and 8 who have already given their consent to the Scheme under Section 230(1) [read with Section 232(1)] of the Act. ii. dispensing with meetings of the classes of creditor of the Applicant Company Nos. 1, 2, 3, 4, 5, 6 and 7 who have already given their consent to the Scheme under Section 230(1) [read with Section 232(1)] of the Act. iii. for convening separate meeting for the creditors of the Applicant Company No. 8 or Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... remote e-voting; and (c) e-voting during the Meeting to be held on January, 8, 2022. (e) Individual Notices: At least 30 clear days before the said meeting of the Members of the Applicant Company No. 8 or Transferee Company to be held as aforesaid, a notice convening the said Meeting at the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent under Section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, if applicable shall be sent by registered post or by e-mail, air mail or by courier or by speed post or by hand deliver to each of the Creditors of the Applicant Company No. 8 or Transferee Company at their respective registered or last known a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions that may arise at the meeting or at any adjournment thereof, or any other matter relating to the meetings, including an amendment to the Scheme, if any proposed by any persons. (h) Scrutinizer: Shri Anil Kumar. Practicing Company Secretary (Mobile No. 9415306147) is appointed as the Scrutinizer of the meetings to be held, as aforesaid and shall be paid a consolidated sum of ₹ 75,000/- for the meetings. (i) Quorum and Attendance The quorum for the aforesaid meeting of creditors shall be Two persons present in person or through Authorized Representative. (j) Proxies: The voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorisation duly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h as per Rule 12 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2016. (n) The Chairperson to report to this Tribunal, the result of the aforesaid meeting within 30 working days of the conclusion of the meeting, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 14. Notice along with all accompanying documents, including a copy of the Scheme, Statement under the provisions of the Companies Act, 2013 disclosing necessary details shall also be served on the Central Government, through the Regional Director. Northern Region. Ministry of Corporate Affairs, the Registrar of Companies. Kanpur. Uttar Pradesh, Official Liqui ..... X X X X Extracts X X X X X X X X Extracts X X X X
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