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TMI Blog2020 (10) TMI 338X X X X Extracts X X X X X X X X Extracts X X X X ..... ate, manufacture and garmenting of denim, etc. The second applicant-company was incorporated to engage, inter alia, in the business of manufacturing, retail, garmenting, trading and marketing of branded apparels, suitings, B2C shirtings, tailoring and made to measure garments (MTM). The third applicant-company is engaged in the business of marketing of apparel and allied accessories. The fourth applicant-company is engaged in the business of auto components. 4. Counsel for the applicant-companies further submits the rationale for the scheme which is as follows : The demerged company, through itself and its subsidiaries is primarily engaged in the business of branded textiles, branded apparels, garmenting as well as B2C shirting and B2B textiles tailoring and MTM and textile manufacturing ("the lifestyle business"). Along with its textile segment, the demerged company through itself, its subsidiaries and associates/joint ventures is also engaged in a diversified profile of businesses such as real estate, aviation, FMCG, auto components, tools and hardware and denim manufacturing, etc. ("the non-lifestyle business"). The lifestyle business and non-lifestyle business have differe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholders of the applicant-companies and creditors of the first and third applicant-company as follows : (a) That the meeting of the equity shareholders of the first applicant-company be convened and held at Raymond Ltd., Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri-415 612, Maharashtra on Friday, on September 18, 2020 at 11.00 a.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed arrangements embodied in the composite scheme of arrangement between Raymond Ltd. ("the demerged company" or "the transferee company") and Raymond Lifestyle Ltd. ("the resulting company") and Raymond Apparel Ltd. ("transferor company No. 1") and Scissors Engineering Products Ltd. ("transferor company No. 2") and their respective shareholders. (b) That the meeting of the equity shareholders of the second applicant-company be convened and held at Raymond Ltd., Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri-415 612, Maharashtra on Friday, on September 18, 2020 at 12.00 noon or after the conclusion of the meeting of equity shareholders of the first applicant-company, whichever is earlier for the purpose of considering and, if thought fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated June 24, 2020 filed with this Tribunal on June 26, 2020. Thus, there are no preference shareholders in the first applicant-company as on today. Therefore, the question of issue of notices/or convening meeting does not arise. (f) Counsel for the applicant-companies further submits that as on February 28, 2020, there was 1 (one) preference shareholder holding total of 3,500 preference shares in the fourth applicant-company. However, all the above 3,500 preference shares have been converted into 17,500 number of equity shares on March 30, 2020 as stated in further affidavit dated June 24, 2020 filed with this Tribunal on June 26, 2020. Therefore, there are no preference shareholders in the fourth applicant-company as on date. (g) Counsel for the applicants submits that there are no preference shareholders in the second applicant-company and the third applicant-company. (h) That the meeting of the secured creditors of the first applicant-company be convened and held at old RAL Building, Ground Floor, Jekegram, Pokhran Road No. 1, Thane-400 606 on Tuesday, September 22, 2020 at 11.00 a.m. for the purpose of considering and, if thought fit, approving with or without modificat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he third applicant-company, whichever is later for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed composite scheme of arrangement between Raymond Ltd. ("the demerged company" or "the transferee company") and Raymond Lifestyle Ltd. ("the resulting company") and Raymond Apparel Ltd. ("transferor company No. 1") and Scissors Engineering Products Ltd. ("transferor company No. 2") and their respective shareholders. (m) There are no unsecured creditors in the second and fourth applicant-company as stated in further affidavit dated June 24, 2020 and filed with this Tribunal on June 26, 2020. Therefore, the question of issue of notices to them does not arise. (n) The first applicant-company being a listed public limited company, is governed by SEBI Circular No. CFD/DIL3/CIR/2017/21, dated March 10, 2017 and is required to provide the facility of e-voting to its shareholders. Accordingly, voting by the equity shareholders of the first applicant-company to the scheme shall be carried out through e-voting and polling paper at the venue of the meeting, indicating the day, the date, the place and the time as aforesaid. 7. This Bench f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appoints chairpersons for the meetings aforesaid, as follows : (a) That Mr. Surya Kant Gupta, non-executive director of the first applicant-company and failing him, Mr. Ishwar Das Agarwal, independent director of the first applicant-company and failing him, Mr. Pradeep Guha, independent director of the first applicant-company, shall be the chairman of the aforesaid meeting of the equity shareholders of the first applicant-company to be held at Raymond Ltd., Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri-415 612, Maharashtra on Friday, on September 18, 2020 at 11.00 a.m. or any adjournment or adjournments thereof. (b) That Mr. Surya Kant Gupta, non-executive director of the first applicant-company and failing him, Mr. Ishwar Das Agarwal, independent director of the first applicant-company and failing him, Mr. Pradeep Guha, independent director of the first applicant-company, shall be the chairman of the aforesaid meeting of the equity shareholders of the second applicant-company to be held at Raymond Ltd., Plot No. 156/H. No. 2, Village Zadgaon, Ratnagiri-415 612, Maharashtra on Friday, on September 18, 2020 at 12.00 noon or after the conclusion of the meeting of equity share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... RAL Building, Ground Floor, Jekegram, Pokhran Road No. 1, Thane-400 606 on Tuesday, September 22, 2020 at 12.00 noon or after the conclusion of the meeting of unsecured creditors of the first applicant-company, whichever is later or any adjournment or adjournments thereof. (g) That Mr. Surya Kant Gupta, non-executive director of the first applicant-company and failing him, Mr. Ishwar Das Agarwal, independent director of the first applicant-company and failing him, Mr. Pradeep Guha, independent director of the first applicant-company shall be the chairman of the aforesaid meeting of the unsecured creditors of the first applicant company to be held at old RAL Building, Ground Floor, Jekegram, Pokhran Road No. 1, Thane-400 606 on Tuesday, September 22, 2020 at 11.30 a.m. or after the conclusion of the meeting of secured creditors of the first applicant-company, whichever is later any adjournment or adjournments thereof. (h) That Mr. Surya Kant Gupta, non-executive director of the first applicant-company and failing him, Mr. Ishwar Das Agarwal, independent director of the first applicant-company and failing him, Mr. Pradeep Guha, independent director of the first applicant-company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meetings, are filed with the respective applicant-company at their respective registered office(s) at not later than 48 hours before the aforesaid meetings. (o) That the value and number of the shares of each equity share holder shall be in accordance with the books/register of the respective applicant-companies and where the entries in the books/register/depository records are disputed, the chairman of the meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. (p) That the value of the outstanding amount of each secured creditors and unsecured creditors shall be in accordance with the books of the first and third applicant-company and where the entries in the books are disputed, the chairman of the meetings shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. 9. That the chairman to compliance report not less than seven (7) days before the date fixed for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sly be served upon the applicant-companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 14. Additionally, the third and the fourth applicant-company are also directed to serve notice along with a copy of the scheme upon the Official Liquidator, High Court, Bombay, 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 hereby appoints M/s. S. C. Mutha and Co., chartered accountants having their office at No. 32-A, Hanuman Building (2nd Floor), Behind RBI, No. 308, Perin Nariman Street, Mumbai-400 001 (Tel : +91-22-2266 3475/2265 3583) to assist the official liquidator to scrutinize the books of account of the third and fourth applicant-company for the last five years and submit their report to the Tribunal. The aforesaid companies shall pay fees of Rs. 2,00,000 (rupees two lakhs only) to the chartered accountant for this purpose. If no response is received by the Tribunal from the Official Liquidator, High Court, Bombay, within a period of thirty days from the date of the receipt of such notice it will be presumed t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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