9911796707
TMI Blog2021 (12) TMI 1020X X X X Extracts X X X X X X X X Extracts X X X X ..... : T.K. Bhaskar , Advocate ORDER Sucharitha R., Member (J) 1. This is an application filed by the Applicant Company, namely M/s. Flometallic India Private Limited (for brevity Transferor Company ) with M/s. Brakes India Private Limited (for brevity Transferee Company ) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the SCHEME ) proposed by the M/s. FLOMETALLIC INDIA PRIVATE LIMITED with M/s. BRAKES INDIA PRIVATE LIMITED. The said Scheme is also appended as Annexure at page - 295 to 337 to the CA(CAA)/93(CHE)/2021. 2. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re 215 Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at Page Nos. 258 to 266 of the typed set filed with the application and sought for a direction to convene/hold the meeting. 5. BRAKES INDIA PRIVATE LIMITED (TRANSFEREE COMPANY) - CA (CAA) 96( CHE)/2021 (i) There are 8 (Eight) Equity Shareholders and list of shareholders to this effect is placed at page 162 and consent affidavits given by all is placed at Page No. 163 to 189 of the typed set filed with the application and sought for dispensation with holding of meeting. (ii) There is 1 (One) Secured Creditors and the certificate issued by the Chartered Accountant to this effect is placed at page 190 of the typed set filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital of the Transferee Company is ₹ 25,00,00,000 (Rupees Twenty Five Crore Only) consisting of 25,00,000 Equity Shares of ₹ 100/- each. The Issued, Subscribed and Paid-up Capital of the Transferee Company is ₹ 23,92,00,000/- (Rupees Twenty Three Crore Ninety Two Lakh only) consisting of 23,92,000 Equity Shares of ₹ 100/- each. The Registered office address of the Transferee Company is situated at 21, Patullos Road, Chennai - 600 002. 9. The Applicant Companies has filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2021. 10. The Board of Directors of the Transferor and Transferee Companies vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cant Company and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions:- A. IN RELATION TO THE TRANSFEROR COMPANY: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are 4 Equity Shareholders in the Company whose consents by way of Affidavits have been obtained from all and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to Secured Creditors: Since it is represented by the Transferor Company that there are 23 Secured Debenture Holders and the consents by way of Affidavit given by the Debenture Trustee have been obtained and placed on record, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l', 1131, Jawaharlal Nehru Road, Jai Nagar, Koyambedu, Chennai - 600 107 or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. 15. The quorum for the meeting of the Unsecured Creditors of the Transferor and Transferee Company shall be 10 and 20 respectively. i) The Chairperson appointed for the above said meetings shall be Mr. Sriram Viji and the alternate chairperson appointed for the above said meeting shall be the Mr. Harsha Viji, Director of the Transferor Company. ii) Mr. T. Narayanan, Company Secretary of the Transferee Company is appointed as a S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ost or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any-other documents as may be prescribed under the Act or rules may also be duly sent with the notice. vi) That the Applicant Company shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily Business Line (All India Edition), and Makkal Kural Tam ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
