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TMI Blog2017 (7) TMI 780X X X X Extracts X X X X X X X X Extracts X X X X ..... ant Transferor Company No. 3 is Rs. 1,00,000/-. 4. The Issued, Subscribed and Paid-up Share Capital of the Applicant No. 4 Transferee Company as on 31st December, 2016 is Rs. 258,35,90,690. 5. The Applicant No. 4 Transferee is a listed Public Limited Company. The Equity Shares of Applicant No. 4 Transferee Company are listed on the National Stock Exchange of India and Bombay Stock Exchange Ltd. 6. The Registered Offices of all the Applicant Companies No. 1 to 4 are situated in Ahmedabad in the State of Gujarat. 7. According to the Applicant Companies, in order to consolidate and effectively manage the Transferor Companies and the Transferee Company in a single entity which will provide several benefits including synergy, economies of scale, attain efficiencies and cost-competitiveness, the management of these Companies have proposed realignment of the group structure by amalgamating all the four Applicant Companies and thereby consolidating the commercial activities of those companies. 8. The proposed Scheme was approved by the Board of Directors of all the Applicant Companies by separate Resolutions dated 25th January, 2017. 9. The following are the reliefs prayed by the App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cting the said meetings including day, date, time and venue of the meetings and as to the notices and advertisements to be issued in this regard; (G) This Hon'ble Tribunal be pleased to appoint the Chairman/men and scrutinizer for the said meetings of the Applicant Companies and in respect of adjournment(s), if any, and further to direct the said Chairman/men to report the result of the said meetings to the Tribunal; (H) This Hon'ble Tribunal be pleased to fix the Quorum for the said meetings and to lay down the procedure for voting at the meetings, including voting by proxy; (I) This Hon'ble Tribunal be pleased to issue necessary directions to the Applicant companies for the service of notices of the meetings to the concerned statutory authorities; (J) This Hon'ble Tribunal be pleased to issue necessary directions in view of the submissions made in paragraphs 36 to 42 of the application;" 10. Heard the arguments of learned Advocate for the Applicants, Mrs. Swati Soparkar. It is stated in the Application that the Holding Company and the nominees thereof in their capacity as 'equity shareholders' of all the Transferor companies have approved the prop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cants No. 1 to 3 Transferor Companies are having 1, 3, and 3 Unsecured Creditors respectively. All the aforesaid Unsecured Creditors have given their Consent Affidavits for the proposed Scheme and waived their right to attend the meeting. In view of the Consent Letters given by all the Unsecured Creditors of Applicants No. 1 to 3 Transferor Companies, the meeting of Unsecured Creditors of Applicants No. 1 to 3 Transferor Companies is dispensed with. 17. The Applicant No. 4 Transferee Company is a Listed Company. It is stated in the Application that the equity shares of the Applicant Transferee Company are listed in Bombay Stock Exchange Limited ["BSE" for short] and National Stock Exchange of India Ltd. ["NSE" for short]. It is further stated that Applicant Transferee Company has submitted the proposed Scheme for obtaining necessary approval from the Securities and Exchange Board of India ["SEBI" for short] through the two Stock Exchanges. It is also stated that, in view of recent SEBI Circular Ref. No. SEBI/LAD/NRO/GN/2016-17/029 dated 15th February, 2017, in case of the Scheme involving the amalgamation of Wholly Owned Subsidiaries with the Holding Company, the Scheme is require ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in Sections 230 to 232 of the Act. The proposed Scheme, in view of the said provisions, needs approval of the shareholders and creditors of the Applicant Transferee Company and, therefore, this Tribunal is not inclined to dispense with the procedure laid down under Section 230 to 232 of the Companies Act, in case of Transferee Company, Applicant No. 4. It is also stated that the net worth of the Transferee Company as on 31st March, 2016 and 31st December, 2016 in pre-Scheme scenario is as high as Rs. 2248.39 crores and Rs. 3169.36 crores respectively, and in post-Scheme scenario it shall be Rs. 2748.39 crores and Rs. 3103.24 crores respectively. In this connection, Certificate of Auditor of the Applicant Transferee Company is filed at "Annexure T". It is also stated that the Applicant Transferee Company undertakes to file the Consent Letters of all the Secured Creditors before the sanction of the Scheme. It is also stated that no compromise or arrangement is proposed with the shareholders of the Transferee Company or with the creditors of the Transferee Company and therefore the learned Counsel appearing for the Applicants requested this Tribunal to dispense with the meetings of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Ahmedabad, 380015. (v) A Meeting of the Secured Creditors of the Applicant No. 4 Transferee Company shall be convened and held on Friday, the 9th day of June, 2017 at 3 P.M for the purpose of considering, and if thought fit approving the Proposed Scheme with or without modifications; Venue of the meeting at Registered office of the Transferee company at Arvind Premises, Naroda Road, Ahmedabad, 380025. (vi) A Meeting of the Unsecured Creditors of the Applicant No. 4 Transferee Company shall be convened and held on Friday, the 9th day of June, 2017 at 11.00 A.M for the purpose of considering, and if thought fit approving the Proposed Scheme with or without modifications; The venue of the meeting JB Auditorium, Ahmedabad Management Association Complex, Atira Road, Ahmedabad, 380015. (vii) In view of Section 230 sub-section (4) and Section 232 (1) of the Act read with Rules 5 and 6 of the Rules, and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, the Applicant Transferee Company is required to provide facility of Postal Ballot and E-Voting by the shareholders. Accordingly, voting by equity shareholders of the Applicant Transferee Company to the Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Shareholders. (x) In addition, at least one month before the date of the aforesaid meetings of the Secured and Unsecured Creditors to be held as aforesaid, a Notice convening the said Meetings indicating the day, date, place and time, as aforesaid, together with a copy of the Scheme, a copy of the Statement required to be furnished pursuant to Section 102 of the Act read with Sections 230 to 232 and Rule 6 of the Companies (CAA) Rules, 2016 and the prescribed Form of Proxy shall be sent to each of the Secured and Unsecured Creditors of the Applicant Transferee Company at their registered or last known addresses either by Registered Post or Speed Post/Airmail or by Courier. The Notice shall be sent to the Secured Creditors and the Unsecured Creditors (including Debenture Holders) of the Applicant Transferee Company with reference to the list of persons appearing on the record of the Applicant Transferee Company as on 31.03.2017. (xi) Mr. Sanjay S Lalbhai, of the Applicant Transferee Company and, in his absence, Mr. Jayesh K Shah, Punit S Lalbhai of the Applicant Transferee Company shall be the Chairman/Chairperson of the aforesaid Meetings to be held on 09.06.2017 and in respe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Secured Creditors or Unsecured Creditors, as the case may be, shall be in accordance with the records or registers of the Applicant Transferee Company and where the entries in the records or registers are disputed, the Chairman of the Meetings shall determine the number or value, as the case may be, for the purposes of the Meetings; (xviii) The Chairman/Chairperson to file an Affidavit not less than 7 (seven) days before the date fixed for the holding of the Meetings and to report to this Tribunal that the directions regarding issuance of Notices and advertisement of the Meetings have been duly complied with as per Rule 12 of the Companies (CAA) Rules, 2016; (xix) It is further ordered that the Chairman or Chairperson shall report to this Tribunal on the result of the Meeting in Form No. CAA.4 verified by his Affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 in Form No. CAA.4 within 7 (seven) days; (xx) In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Rules, the Applicant Transferor Companies No. 1 to 3 shall send a Notice of Meeting under sub-section (3) of Section 230 read with Rule 6 of the Rules in Form No. CAA.3 along with a copy o ..... 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