TMI Blog2020 (9) TMI 848X X X X Extracts X X X X X X X X Extracts X X X X ..... - Madan B. Gosavi (Judicial Member) And Virendra Kumar Gupta (Technical Member) For the Applicant : Mrs. Swati Soparkar ORDER MADAN B. GOSAVI (JUDICIAL MEMBER). - 1. This joint application is filed by two applicant-companies under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The proposed scheme involves merger by absorption of Seal for Life India P. Ltd. (the applicant transferor company) with PROJs Sealant India P. Ltd. (the applicant transferee company). 2. The registered office of both the applicant-companies are situated in Vadodara in the State of Gujarat, and hence both the applicant-companies are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedab ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssued by the transferee company obtained from M/s. BDO Valuation Advisory LLP, is placed on record as annexure E. Copy of the scheme of merger is placed on record as annexure G. 6. It is stated in the application that there are no proceedings or investigations pending against the applicant-companies under sections 210-217, 219, 220, 223 to 227 of the Companies Act, 2013 and/or under sections 235 to 251 of the Companies Act, 1956. There are no winding up petitions pending against the applicant companies. The statutory auditors of the transferee company have provided the certificate confirming the proposed accounting treatment being in conformity with the applicable accounting standard. The said certificate is placed on record as annexure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s be dispensed with. 8.2 It has been further submitted that as per the books of both the applicant-companies as on December 31, 2019 there are no secured creditors as confirmed by the C. A. certificate. Hence, it is prayed that meeting of secured creditors of both the applicant-companies are not necessary. 8.3 It has been further submitted that the applicant transferor company had about 34 unsecured creditors having the total value of debt at ₹ 14.18 crores as on December 31, 2019. The details for the same are provided in form of the summary statement certified by the chartered accountant and placed on record as annexure M. It is prayed that a meeting of the unsecured creditors be convened to obtain their approval to the propose ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f considering and, if thought fit, approving the proposed scheme of merger, with or without modifications. (v) At the said meetings of unsecured creditors of the said applicant transferor company, voting shall be carried out through ballot/polling paper at the venue of the meeting. (vi) At least one month before the date of the meeting, a notice in Form No. CAA-2 convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the scheme of merger by absorption, copy of the explanatory statement required to be sent under section 102 of the Act, read with sections 230 and 232 of the Act and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the pres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eeting of the unsecured creditors of SFL, the applicant transferor company to be held on August 17, 2020 and in respect of any adjournment or adjournments thereof. (ix) Ms. Gunjan Shah, practicing company secretary, having the registration number A. C. S. No. 33883, shall act as the scrutiniser for the said meeting. (x) The chairman appointed for the aforesaid meeting shall issue advertisements and send out notices of the said meeting referred to above. The chairman is free to avail the services of the applicant-company or any agency for carrying out the aforesaid directions. The chairman of the meetings shall have all powers under the articles of association of the applicant-company and also under applicable rules, including for deci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rther ordered that the chairman shall report to this Tribunal on the result of the said meeting in Form No. CAA-4, verified by his affidavit, as per rule 14 of the Companies (CAA) Rules, 2016 within 20 (twenty) days of the conclusion of the meetings. 10. In compliance of sub-section (5) of section 230 of the Act and rule 8 of the Companies (CAA) Rules, the applicant-companies shall send a notice of meeting in Form No. CAA-3 with a copy of the scheme of arrangement, the explanatory statement and the disclosures mentioned under rule 6 (to the extent applicable) to : (a) the Central Government through the Regional Director, North Western Region ; (b) the Registrar of Companies, Gujarat ; (c) the Income-tax Authorities ; (d) the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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