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TMI Blog2022 (4) TMI 947X X X X Extracts X X X X X X X X Extracts X X X X ..... s ORDER S. Ramathilagam, J. (Member (J)) 1. Under consideration is a Company Application No. CA(CAA)100(CHE)/2021 filed under Section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The instant application has been filed in respect of Scheme of Amalgamation of M/s. Madura Micro Finance Limited (hereinafter referred to as Transferor Company ) with M/s. Credit Access Grameen Limited (hereinafter referred to as Transferee Company ). The Board of Directors of the Transferor Company and Transferee Company vide their resolutions dated 30th October, 2020 and 27th November 2019 respectively approved the said Scheme of Amalgamation. 2. The Applicant Company through t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Micro Finance Limited is a Public Limited Company which was incorporated on 02.09.2005, under provisions of the Companies Act, 1956 in the State of Tamil Nadu. The transferor company is registered with the Reserve Bank of India as a non-deposit taking, non-banking financial company-micro finance institution. The debentures of the company are listed on Bombay Stock Exchange (BSE). ii) The Applicant Company is primarily engaged in the business of providing financial services to the public, small and micro enterprises, self-help groups and micro credit including poor and needy who do not have access to formal banking system. iii) The Applicant Company is a subsidiary of the Transferee Company, with Transferee Company holding 76.25% ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors. vii) There are 46 (Forty Six) Unsecured Trade Creditors in relation to the Transferor Company as on 31.03.2021. The list of Unsecured Trade Creditor duly certified by M/s. S.N.S. Associates., Chartered Accountants is placed at page 634 to 640 of the typed set filed as Exhibit-R (Volume-II) along with the Application. The consent affidavits given by 07 (Seven) unsecured Creditors being 99.44% of total value of credit of Unsecured Creditors are placed at pages 641 to 684 of the typed set filed as Annexure-N2 (Volume-II) along with the Application and seeks necessary directions for dispensation of meeting of the Unsecured Creditors. 5. M/s. Credit Access Grameen Limited-Transferee Company i) The Transferee Company is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /- each. iv) The Transferee Company has 48,88,129 outstanding employee stock options under CAGL Employee stock option scheme-2011, the exercise of which may result in an increase in the issued and paid up share capital of the Transferee Company. 6. We have perused the application and the connected documents/papers filed therewith including the Scheme contemplated between the Transferor and Transferee Company. 7. The Appointed date as specified in the Scheme is 01.04.2020 or such other date as may be identified by the Transferee Company and approved by the Tribunal. 8. The Statutory Auditors of the Applicant Company and the Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ured Creditors representing 99.44% of the value is obtained by way of an affidavit and placed on record, the necessity for convening and holding the meeting is dispensed with. 10. The Chairperson appointed for the above said meetings shall be Mrs. Bharathi J, ACS (Mob:-9884222316) and the alternate chairperson appointed for the above said meeting shall be the Managing Director of the Company who has sworn in affidavit on behalf of the respective Applicant Company. The fee of the Chairperson for the aforesaid meeting shall be ₹ 40,000/- (Rupees Forty Thousand Only) in addition to meeting his incidental expenses. 11. Mr. Vinith S, Advocate (Mob:-9788188688) is appointed as a Scrutinizer and would be entitled to fee of ₹ 25, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs shall be sent by the Applicant Company through registered post or speed post 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. 15. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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