9911796707
TMI Blog2022 (9) TMI 22X X X X Extracts X X X X X X X X Extracts X X X X ..... ms of Rule 16(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 at the time of filing Second Motion application, while intimating the Noticees about the next date of hearing of the Application. In view of the above, the prayer of the Applicant Companies is rejected, so far as seeking direction of serving notices at this stage is concerned. Application disposed off. - I.A. 144/ND/2022 in C.A.(CAA)-84/ND/2021 - - - Dated:- 12-8-2022 - Bachu Venkat Balaram Das , Member ( J ) And L. N. Gupta , Member ( T ) For the Appellant : Hemant Sethi, Varan Lamba , Parag Maini and Raghav Chadha , Advs ORDER L. N. Gupta , Member ( T ) 1. M/s. Ericsson India Private Limited (hereinafter referred to as Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 230-232 before this Tribunal, which was dismissed vide order dated 23.09.2021. The Applicant Companies thereafter challenged the order dated 23.09.2021 before the Hon Tale NCLAT in the Company Appeal (AT) No. 148 of 2021 in the matter of Ericsson India Private Limited and Ericsson India Global Services Private Limited. 4. It is submitted by the Applicant Companies that the Hon'ble NCLAT vide its judgement dated 18.01.2022, has set aside the order dated 23.09.2021 of this Tribunal, by directing the following: 6. This Tribunal in a catena of Judgements has dispensed with the Meeting of the Shareholders wherein the case is of a merger of a Wholly Owned Subsidiary and Parent Company, wherein, the net worth of both Companies is pos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Applicant Companies and perused the documents placed on record and the Judgement of Hon'ble NCLAT dated 18.01.2022. 7. Since the order dated 23.09.2021 has been set aside by the Hon Tale NCLAT vide Judgement dated 18.01.2022 and in terms of the findings/observations recorded in Para 6 of the Judgement (Supra), we hereby dispense with the meetings of Shareholders and Creditors of the Applicant Companies. 8. The Applicant Companies have also prayed for certain modification in the Scheme. The copy of the modified Scheme is placed on record from Page 128-146 of the Application. The modified Scheme is taken on record. 9. The Applicant Companies have also prayed for serving notices in terms of Section 230(5) of Companies Act, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y investigation or proceedings against the company; (b) reduction of share capital of the company, if any, included in the compromise or arrangement; (c) any scheme of corporate debt restructuring consented to by not less than seventy-five percent, of the secured creditors in value, including- (i) a creditor's responsibility statement in the prescribed form; (ii) safeguards for the protection of other secured and unsecured creditors; (iii) report by the auditor that the fund requirements of the company after the corporate debt restructuring as approved shall conform to the liquidity test based upon the estimates provided to them by the Board; (iv) where the company proposes to adopt the corporate debt re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is also issued by way of an advertisement, it shall indicate the time within which copies of the compromise or arrangement shall be made available to the concerned persons free of charge from the registered office of the company. (4) A notice under sub-section (3) shall provide that the persons to whom the notice is sent may vote in the meeting either themselves or through proxies or by postal ballot to the adoption of the compromise or arrangement within one month from the date of receipt of such notice: Provided that any objection to the compromise or arrangement shall be made only by persons holding not less than ten percent, of the shareholding or having outstanding debt amounting to not less than five percent, of the total ou ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
