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TMI Blog2020 (10) TMI 172X X X X Extracts X X X X X X X X Extracts X X X X ..... f Association of both the companies are placed on record. Similarly Audited Financial Statements of two companies as on 31st March 2019 and Provisional unaudited financial statements as on 31st December 2019 are placed on record. 3. Torrent Power Limited, the Applicant Transferor Company is a listed public limited company and its equity shares are listed at BSE Limited and National Stock Exchange of India Limited. The said Applicant Company had submitted the Scheme to the aforesaid stock exchanges for the requisite approval. Both the stock exchanges have vide their respective Observation letters dated 17th and 18th February 2020 approved the proposed Scheme of Arrangement. The same are placed on record as Annexure-1. 4. It is submitted that both these companies belong to the same group of management. The Transferee Company is the wholly owned subsidiary of the Applicant Transferor Company. The Transferor Company is primarily engaged in the business of electricity generation, transmission and distribution with operations in the states of Gujarat, Maharashtra, Uttar Pradesh and Karnataka. It also undertakes business of manufacturing and supply of power cables. The Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anges. Copies of the audit committee report and Board resolutions are annexed to the Application respectively as Annexure G and H. 7. The following are the reliefs prayed by the Applicant Company. (A) THAT separate meetings of the Equity Shareholders and Secured Creditors of Torrent Power Limited, the Applicant Transferor Company be directed to be convened to obtain the approval to the Scheme; (B) And in the alternate to (B), a meeting of all the Unsecured Creditors of Torrent Power Limited, the Applicant Transferor Company be directed to be convened to obtain the approval to the Scheme; (C) THAT exemption be granted to send notice of meetings to small unsecured creditors of Torrent Power Limited, having individual value of debt at below Rs. 5,00,000 or below Rs. 1,00,000/-. (D) THAT meeting of the Equity Shareholders of TCL Cables Private Limited, the Applicant Transferee Company be dispensed with. (E) That, meetings of the Secured Creditors and Unsecured Creditors of TCL Cables Private Limited, the Applicant Transferee Company are not required to be held. 8. Heard the submissions in this regard by Mr. Saurabh Soparkar, Sr. Advocate appearing with Mrs. Swati Soparkar, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case of TCPL, the Applicant Transferee Company, it has been submitted that the said company being the wholly owned subsidiary of the Transferee Company, the approval to the proposed scheme has been placed on record as the Affidavits. Hence, the dispensation is sought for the meeting of the Equity Shareholders. The said company has no Secured and /or Unsecured Creditors, hence it will not be necessary to convene meetings of creditors of the Applicant Transferee Company. 9. It is stated in the Application that there are no proceedings or investigations pending against any of the Applicant Companies under sections 210-217, 219, 220, 223 to 227of the Companies Act, 2013 and/or under sections 235 to 251 of the Companies Act, 1956. There are no winding up petitions pending against any of the Applicant Companies. The Applicant Transferee Company has filed the Certificate of its Statutory Auditor conforming the compliance with the Accounting Standards vide Annexure-K. 10. Further, at the time of hearing, on l6th of June 2020, the oral submissions are made with regard to permitting and directing the Applicant Company to convene and conduct the proposed meetings through video conferencing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Public shareholders. However, in view of the above directions for conducting the meeting through video conferencing, the Applicant Company is directed to carry out voting through remote e voting for all the Equity Shareholders, Secured Creditors as well as Unsecured Creditors. (viii) At least one month before the date of the meetings, a notice in Form No. CAA 2 convening the said meetings indicating the day, the date, the time as aforesaid; along with instructions with regard to remote e-voting), together with a copy of the Scheme of Arrangement, 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 (CAA) Rules, 2016 shall be sent to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Transferor Company; at their respective e mail. In case of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Transferor company, the notices shall be sent in reference to the list of the persons appearing on record of the Applicant Companies as on 31stMarch 2020. (ix) It is however clarified that in view of para A (x) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... polling paper/ballot. (xiii) The quorum for the meeting of Equity Shareholders of Torrent Power Limited, the Applicant Transferor Company shall be 30 (Thirty) persons present either in person or through authorized representative. For the meeting of the Secured Creditors quorum shall be 2 (Two) and the quorum for the meeting of Unsecured Creditors of the Applicant Transferor Company shall be 15 (Fifteen) person present in person or through authorized representative. (xiv) The number and value of the vote of each Equity Shareholders, or the value of debt of the Secured and Unsecured Creditors of the Company, as the case may be, shall be in accordance with the register or records of the Applicant Company for Equity Shareholders and as per the entries in the books of accounts of the companies for the Secured and Unsecured Creditors; and where the entries in the records are disputed, the Chairman of the meetings shall determine the value for the purposes of the meetings. (xv) The Chairman shall 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 ad ..... X X X X Extracts X X X X X X X X Extracts X X X X
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