TMI Blog2020 (9) TMI 558X X X X Extracts X X X X X X X X Extracts X X X X ..... on to make on the proposed scheme. The said notices shall be sent forthwith by registered post or by speed post or by courier or by had delivery or by an e-mail at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representations under sub-section (5) of Section 230, shall send the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which, it will be deemed that they have no representation to make on the proposed arrangement. Application allowed. - CA (CAA) No. 45/230-232/NCLT/AHM/2020 - - - Dated:- 20-8-2020 - M.B. Gosavi, Member (J) And Virendra Kumar Gupta, Member (T) For the Appellant/Respondent: Tirth Nayak, Learned Counsel ORDER 1. This is an order in the Joint Application filed by the Transferor Companies and Transferee Company under section 230-232 of the Companies Act, 2013, seeking sanction of this Tribunal to the Composite Scheme of Merger and Amalgamation of M/s. Saibaba Trading Private Limited [ Applicant-1/Transferor Company-1 ], M/s. Shyam Cotfab Private Limited [ Applicant-2/Transferor Company-2 ] wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f (any of the) Applicant Company. 7. The applicant companies have submitted that, no investigation, inquiry or proceeding is pending against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013. 8. It is stated by the Applicant Companies that the proposed Scheme of Arrangement does not envisage any buy back of shares. 9. It is further submitted by the Applicant Companies that notice to Reserve Bank of India ( RBI ) is not required as none of the Companies were Non-Banking Finance Companies ( NBFC ). It was submitted that present scheme do not attract provisions of the Competition Act, 2002, hence the consent of Competition Commission of India was not required. 10. The learned Counsel for the Applicant Companies filed details of Shareholders, Secured Creditors and Un-secured Creditors detailed below: i. The Transferor Company No. 1 has Thirty Five (35) Equity Shareholders holding aggregate 24,76,150 shares. The Consent Affidavits could not be obtained due to operational difficulties. ii. The Transferor Company No. 2 has Thirty Five (35) Equity Shareholders holding aggregate 19,48,600 shares. The Consent Affidavits could not be obtained due to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the requirement of convening meeting of the Unsecured Creditors of the Transferor Company No. 1 be dispensed with. d) The Transferor Company No. 2 has Three (3) Un-Secured Creditors aggregating a sum of ₹ 17,53,410/-. Consents affidavits of Two (2) Un-secured Creditors, whose debt is aggregating to ₹ 17,46,547 has been obtained and filed. Therefore almost 99.61 % of the total unsecured creditors in value have given their written consent by way of Affidavits. e) The Transferee Company has Nineteen (19) Un-Secured Creditors aggregating a sum of ₹ 5,43,32,993/-. Consents affidavits of Three (3) Unsecured Creditors, whose debt is aggregating to ₹ 5,07,11,400/- has been obtained and filed. Therefore almost 93.33 % of the total unsecured creditors in value have given their written consent by way of Affidavits. 13. Further, Learned Counsel appearing for the Applicants, requested to convene the following meetings under the supervision of this Tribunal, for the purpose of considering and if deem fit, approving the Scheme of Arrangement: a) To convene a meeting of the Shareholders of all the Applicant Companies. b) To convene a meeting of the Unsecured ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also indicate that the explanatory statement required to be furnished pursuant to Sections 230 and 232 read with Section 102 of the Companies Act, 2013 and the prescribed form of proxy can be obtained free of charge at the registered office of the Applicant Companies in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. 19. At least one month before the date of the meeting to be held as aforesaid, a notice in Form No. CAA 2 convening the said meeting, indicating the day, date, place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of statement required to be furnished pursuant to Sections 230 and 232 read with Section 102 of the Companies Act, 2019, and Rule 6 of the Companies (CAA) Rules, 2016 and the prescribed form of proxy shall be sent by Registered Post or Speed Post or Registered Post or by Courier or E-Mail or Hand Delivery, addressed to each of the shareholders of the Applicant Companies, as the case may be, at their respective registered or last known addresses or e-mail addresses as per the records of the Applicant Companies. The Notice shall be sent to all the shareholders of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to avail the services of the Applicant Companies or any agency for carrying out the aforesaid directions. The Chairperson shall have all the powers under the Articles of Association of the Applicant Companies and also under the Rules in relation to the conduct of the meetings, including to decide any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme or resolution, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the meetings of the Shareholders of the Applicant Companies by ballot/polling paper at the venue of the meetings. 28. Voting by proxy/authorised representatives is permitted provided that the proxy in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meetings is filed with the Applicant Companies at their Registered Office, not later than 48 hours before the meeting vide Rule 10 of the Companies (CAA) Rules, 2016 read with Section 105 of the Act. Valid Proxies and Authorised Representatives shall be counted for the purpose of quorum. 29. The Chairperson to file an Affidavit not less than 7 (seven) days before the date fixed fo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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