TMI Blog2019 (8) TMI 1542X X X X Extracts X X X X X X X X Extracts X X X X ..... acts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 notified on 14th day of December, 2016 - The Notice of the meetings shall be published in the state of Maharashtra Business Standard in English Language and Navshakti in Marathi Language, both having wide circulation in the State in which the Registered office of the Company is situated, by the First Applicant Company, not less than 30 days before the date fixed for the meeting. The Applicant Companies are directed to serve notices along with copy of scheme - The Transferor Company (i.e. the First Applicant Company) are also directed to serve notice of the meeting upon Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. - C.A.(CAA)/1611/2019 - - - Dated:- 23-8-2019 - Suchitra Kanuparthi (Member (J) And V. Nallasenapathy (Member (T) ORDER 1. The Counsel for the First Applicant Company and Second Applicant Company (Applicant Companies) states that the present Scheme of Amalgamation is of CEAT Specialt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imination of duplication of work/ functions and rationalisation of administrative expenses. f) The Scheme shall be beneficial to and in the best interest of the shareholders, creditors and employees of the Transferor and Transferee Company, public at large and all concerned. 5. That the meeting of the Equity Shareholders of the First Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of CEAT Specialty Tyres Limited (the Transferor Company or CSTL) with CEAT Limited (the Transferee Company or CEAT) and their respective Shareholders (Scheme), be convened and held at RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai 400 030, Maharashtra, India on Thursday, 10th day of October, 2019 at 11:00 a.m. 6. The Second Applicant Company respectfully submits that: a) The Transferee Company, holds 100% stake in the Transferor Company; b) Since it is a merger of a wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. The proposed Scheme will not result in any dilution in shareholding of the Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme is an arrangement between the Applicant Companies and their respective shareholders, no meeting of the Creditors is require to be convened as the present scheme is an arrangement between the Applicant Companies and their respective Shareholders as contemplated under the provisions of Section 230(1)(b) of the Companies Act 2013. This bench hereby directs the First Applicant Company to issue notice to all its Unsecured Creditors having value of ₹ 1,00,000/- or more by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose email addresses are duly registered with their respective Applicant Companies for the purpose of receiving such notices by email), at their last known address as per the records of the First Applicant Company. 10. The First Applicant Company undertake to: i. Issue Notice convening meeting as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ii. Issue Explanatory Statement containing all the as per Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 iii. Issue Form of Proxy ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ort this Tribunal that the direction regarding issue of notices and the advertisement have been duly complied with. 16. The said Chairperson shall have all the powers as per the Articles of Association and also under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting, including for deciding any procedural questions that may arise at the meetings or at any adjournment or adjournments thereof or to the Scheme or resolution or resolutions, if any, proposed at the meetings by any person(s) and to ascertain the decision or the sense of meetings by poll. 17. That the quorum for the aforesaid meeting of the Equity Shareholders of the First Applicant Company shall be 2 (Two) present in person or through proxy. 18. In case if the Quorum as noted above is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of quorum valid proxies will also be shall also be considered, if the proxy in the prescribed form, duly signed by the person signed by the persons entitled to attend and vote at the me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and any other applicable regulatory authority pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 24. The Transferor Company (i.e. the First Applicant Company) are also directed to serve notice of the meeting upon Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. S.V. Godbole, Chartered Accountant, Contact No. 22871999, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of ₹ 2,00,000/- for this purpose. If no repre ..... X X X X Extracts X X X X X X X X Extracts X X X X
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