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TMI Blog2021 (12) TMI 1104X X X X Extracts X X X X X X X X Extracts X X X X ..... oners of the IBC Proceedings is to be submitted at the time of filing of Company Petition. Application disposed off. - CA (CAA)/37/MB-IV/2021 - - - Dated:- 15-11-2021 - RAJESH SHARMA, MEMBER (T) AND SUCHITRA KANUPARTHI, MEMBER (J) For the Appellant : Vidisha Poonja, Advocate i/b Hemant Sethi, Advocate ORDER Rajesh Sharma, Member (T) 1. This Bench is convened through video conferencing today. 2. The Counsel for the Applicant Companies states that the present Scheme of Merger by Absorption of wholly owned subsidiaries namely, Patel Energy Resources Limited('First Transferor Company') and PEL Power Limited ('Second Transferor Company') and PEL Port Private Limited ('Third Transferor Company') and Patel Energy Projects Limited ('Fourth Transferor Company') and Patel Energy Assignment Private Limited ('Fifth Transferor Company') and Patel Energy Operations Private Limited ('Sixth Transferor Company') and Jayshe Gas Power Private Limited ('Seventh Transferor Company') and Patel Thermal Energy Private Limited ('Eighth Transferor Company') and Patel Hydro Power Private Limited ('Ninth Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ucts derived from such business. Zeus Minerals Trading Private Limited The main object of Second Applicant Company is to carry on the business of miners, importers exporters of and dealers in iron ores, chromium ores, manganese ores and all ferrous and non ferrous ores of every description. Patel Concrete Quarries Private Limited The main object of Third Applicant Company is to engage in carrying on in India and abroad the business of manufacturers, dealers, traders, distributors, contractors and stockist of construction materials of all types. Patel Lands Limited The main object of Fourth Applicant Company is to engage in the business of purchase, hold, take on lease, mortgage and/or acquire lands to design, erect construct commercial complexes or other buildings or conveniences in India or outside. Patel Engineers Private Limited The main object of Fifth Applicant Company is to engage in the business of purchase, acquire, hold, take on lease, licenses and deal in all kinds of immovable property including land, building, houses, farm houses, flats, shops, commercial premises, godowns, and any rights, privileges, interests therein and to develop, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reholders which are annexed as Annexure - L2, M2, N2, O2, P2 and Q2 respectively to the Company Application. In view of the fact that the shareholders of the said Applicant Companies have given their consent affidavits, the meeting of the Equity Shareholders of the First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company is hereby dispensed with. 8. There are no Secured Creditor in the First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company, therefore, convening meeting and issue of notices to them does not arise. 9. The Counsel for the Applicant Companies further submits that the First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company have procured the written consent affidavits from the Unsecured Creditors constituting more than 90% in value of the said Applicant Companies which are annexed as Annexure - L4, M4, N4, O4, P4 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... disposed-off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. 12. The Counsel for the Seventh Applicant Company/the Transferee Company submits that in view of above, no reconstruction or arrangement happens with its shareholders or creditors, and thus, it does not require to hold either shareholders' meeting or creditors' meeting for approval of the proposed Scheme, in view of ratio laid down by Hon'ble Bombay High Court in case of Mahaamba Investments Limited vs. IDI Limited, BON Limited in Company Scheme Petition No. 123 of 2010 and this Tribunal in CSA No. 243 of 2017 in the matter of Housing Development Finance Corporation Limited, in CSA No. 915 of 2017 in the matter of Godrej Consumer Products Limited, in CSA No. 899 of 2017 in case of Mahindra CIE Automotive Limited, in CSA No. 1019 of 2017 in case of Godrej Properties Limited, in CSA No. 1615 of 2018 in case of Dolvi Minerals and Metals Private Limited, in CSA No. 396 of 2019 in JSW Logistic Infrastructure Private Limited, in CSA No. 1611 of 2019 in CEAT Specialty Tyres Limited, in CSA No. 3123 of 2019 in JAI Corp Limited, in CSA No. 4149 of 2019 in Godrej Properties Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 16. The First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company are also directed to serve notice by Registered Post-AD/Speed Post and Hand Delivery upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Mr. Hemant Kumar Shah, Chartered Accountant, having E-mail id: [email protected]; M- +91-9004037902; is appointed to assist the Official Liquidator to scrutinize the books of accounts of all the said Transferor Companies for the last 5 years and submit its representation/repor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Equity Shareholders before filing of the Company Petition. In case the Transferee Company choses for the meeting of the Equity Shareholders, the same may be held on 22nd December, 2021, Wednesday at 11.00 am at the registered office of the Transferee Company or at any convenient place in Mumbai. The Chairman/Managing Director of the Transferee Company will be the Chairperson of the meeting of the Equity Shareholders. 22. At least 30 (thirty) clear days before the aforesaid meeting of the Equity Shareholders of the Transferee Company be held as aforesaid, a notice convening the said meeting at the day, date and time aforesaid, together with copies of the Scheme and the Explanatory Statement required to be sent under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent by Registered Post-AD/Speed Post and e-mail to the Equity Shareholders of the Transferee Company whose email addresses are duly registered with the Transferee Company, addressed to each of the shareholders, at their last known e-mail addresses as per the records of the Transferee Company. 23. At least 30 (thirt ..... X X X X Extracts X X X X X X X X Extracts X X X X
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