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TMI Blog2022 (9) TMI 22X X X X Extracts X X X X X X X X Extracts X X X X ..... CLT Rules 2016 seeking the following prayers: "a. Allow the application and Dispense with the requirement of convening the separate meetings of shareholders, secured creditors and unsecured creditors of the Applicants in view of the Appellate Tribunal's order/judgment dated January 18, 2022 in Company Appeal (AT) No. 148 of 2021; b. Direct the Applicants to serve notices pursuant to Section 230(5) of the Act along with all the documents in such form as may be prescribed to the applicable statutory authorities/sectoral regulators as stated above in paragraph 8; c. Approve the substitution/modification of Clause 1.4 of Part A of the Scheme and Clause 11.1(viii) of Part B of the Scheme and take on record the modified Scheme annexed h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the matter of 'Ambuja Cements Limited' in Company Appeal (AT) No. 19 of 2021, 'Mohit Agro Commodities Processing Pvt. Ltd. & Ors.' in Company Appeal (AT) No. 59 of 2021 and 'DLF Phase IV, Commercial Developers Limited and Ors.' in Company Appeal (AT) No. 180 of 2019, we are of the considered view that as the merger is of a Wholly Owned Subsidiary Company into its holding Company, no shares would he allotted as consideration pursuant to the merger; the proposed Scheme will not result in any dilution in the Shareholding of the Shareholders of the 'Transferee Company', the net worth of the 'Transferee Company' is positive, we are of the considered view that the ratio of this Tribunal in the aforenoted J ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (1) Where a compromise or arrangement is proposed- (a) between a company and its creditors or any class of them; or any class of them; or (b) between a company and its members or any class of them, the Tribunal may, on the application of the company or of any creditor or member of the company, or in the case of a company which is being wound up, of the liquidator, appointed under this Act or under the Insolvency and bankruptcy Code, 2016, as the case may be, order a meeting of the creditors in class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Tribunal directs. Explanation.- For the purposes of this sub-section, arrangement includes a reorganisation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed valuer. (3) Where a meeting is proposed to be called in pursuance of an order of the Tribunal under sub-section (1), a notice of such meeting shall be sent to all the creditors or class of creditors and to all the members or class of members and the debenture-holders of the company, individually at the address registered with the company which shall be accompanied by a statement disclosing the details of the compromise or arrangement, a copy of the valuation report, if any, and explaining their effect on creditors, key managerial personnel, promoters and non-promoter members, and the debenture-holders and the effect of the compromise or arrangement on any material interests of the directors of the company or the debenture trustees, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ities and Exchange Board, the Registrar, the respective stock exchanges, the Official Liquidator, the Competition Commission of India established under sub-section (1) of section 7 of the Competition Act, 142 2002 (12 of 2003), if necessary, and such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement and shall require that representations, if any, to be made by them shall be made within a period of thirty days from the date of receipt of such notice, failing which, it shall be presumed that they have no representations to make on the proposals." 10. From perusal of the Section 230(3) of Companies Act 2013, it is observed that the notice is required to be sent only if the meeting is dir ..... X X X X Extracts X X X X X X X X Extracts X X X X
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