TMI Blog2019 (11) TMI 1529X X X X Extracts X X X X X X X X Extracts X X X X ..... ity Transferor Connpany 3 ) M/S. Task Pressing Limited (for brevity Transferor Cotnpanv 4 ) M/S. Wichitra Auto Limited (for brevity Transferor Company 5 ) M/S. Modular Auto Limited (for brevity Transferor Company 6 ) and M/S, Transenergy Limited (for brevity Transferee Company ) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Composite Scheme of Arrangement and Amalgamation (hereinafter referred to as the SCHEME ) proposed between the applicants. The said Scheme is also annexed as Annexure Al to the application. The Applicant Companies in this Company Application has sought for the following reliefs: a) It is prayed that necessary directions may be given for holding, convening and conducting of meetings of the equity shareholders of al/ the Applicant Companies and fix a date for presentation of the Company petition and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render justice. b) It is prayed that necessary directions may be given for disp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ought for a direction for holding a meeting. It is further represented by the Counsel for Applicants that the Transferor Company - 2 has NIL Secured and 46 Unsecured Creditors. The Certificate issued by the Independent Chartered Accountant to this effect is also filed with the typed set. The consent Affidavits given by the Unsecured Creditors constituting 90.43% of the total value of credit is filed along with the typed set and have sought dispensation with holding of the meeting. 5. In relation to the Transferor Company 3, in the Scheme marked as Annexure Al , it is represented that it is having Twenty Eight (28) Equity Shareholders and has sought for a direction for holding a meeting. It is further represented by the Counsel for Applicants that the Transferor Company - 3 has NIL Secured and 37 Unsecured Creditors. The Certificate issued by the Independent Chart.ered Accountant to this effect consent Affidavits 96.26% of the total value of credit is filed along with the typed set and have sought dispensation with holding of the meeting. 6. In relation to the Transferor Company 4, in the Scheme marked as Annexure Al , it is represented that it is having Twenty (20) Equity S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies. 11. From the certificate of incorporation filed, it is evident that Transferor Company - 1 was incorporated under the provisions of Companies Act, 1956 on 8th July 1994, with Registrar of Companies, Tamil Nadu as a Private Limited Company and thereafter, it was converted into a \limited' company with effect from 02.12.2002. The Authorized Share Capital of the Transferor Company -1 ₹ 60,00,000/- (Rupees Sixty Lakhs Only) consisting of 6,00,000 Equity Shares of ₹ 10/- each. The Issued, Subscribed and Fully Paid-up Share Capital of the Transferor Company 1 is ₹ 60,00,000/- (Rupees Sixty Lakhs Only) consisting of 6,00,000 Equity Shares of ₹ 10/- each. 12. From the certificate of incorporation filed, it is evident that Transferor Company 2 was incorporated under the provisions of Companies Act, 1956 on 26th June 1992, with Registrar of Companies, Tamil Nadu as a Private Limited Company and thereafter, it was converted into a 'limited' company with effect from 30.09.2002. The Authorized Share Capital of the Transferor Company 2 is ₹ 1,00,00,000/- (Rupees One Crore Only) consisting of 10,00,000 Equity Shares of ₹ 10/- each. The I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny - 6 was initially incorporated under the provisions of Companies Act, 1956 on 6th October 1992, with Registrar of Companies, Tamil Nadu as a Private Limited Company under the name and style of Lumi Canisters Private Limited . Thereafter, the name of the Company was changed to Modular Auto Private Limited on 31.03.1999 and later on it was converted into a 'limited' company with effect from 19.05.2007. The Authorized Share Capital of the Transferor Company 6 is ₹ 25,00,000/- (Rupees Twenty Five Lakhs Only) consisting of 2,50,000 Equity Shares of ₹ 10/- each. The Issued, Subscribed and Fully Paid-up Share Capital of the Transferor Company - 6 is ₹ 24,00,000/- (Rupees Twenty Four Lakhs Only) consisting of 2,40,000 Equity Shares of ₹ 1.0/- each. 17 From the certificate of incorporation filed, it is evident that Transferee Company was incorporated under the provisions of Companies Act, 1956 on 27th July 1981, with Registrar of Companies, Tamil Nadu as a Private Limited Company and thereafter, it was converted into a I limited' company. The Authorized Share Capital of the Transferee Company is ₹ 6,00,00,000/- (Rupees Six Crore Only) consi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 22 as above this Tribunal propose to issue the following directions and issue of notices including by way of paper publication as follows: - A) IN RELATION TO THE TRANSFEROR COMPANY - (i) With respect to Equity shareholders: Meeting of the Equity Shareholders of the Transferor Company - 1 is directed to be held at 03:30 PM on 24 th December 2019 at M/S. Sundaram learning Development Centre, No, 137, Pasumpon Muthurarna/inga Thevar Sa/ai (Chamiers Road), Raja Annama/aipuram, Chennai - 600 028 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferor Company 1 that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferor Company - 1 is directed to be held at 02:00 PM on 27 th December 2019 at M/S, Task Pressings Limited, No.72 76, Maduravoya/ Bye - Pass, Aynambakkam, Ambattur Ta!uk, Chennai 600 095 or if not convenient at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... battur Ta/uk, Chennai - 600 095 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. D) IN RELATION TO TRANSFEROR COMPANY - 4: (i) With respect to Equity shareholders: Meeting of the Equity Shareholders of the Transferor Company 4 is directed to be held at 11:30 AM on 24 th December 2019 at M/S. Sundaram learning Development Centre, No, 137, Pasumpon Muthurama/inga Thevar Sa/ai (Chamiers Road), Raja Annarna/aipuram, Chennai 600 028 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferor Company - 4 that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferor Company - 4 is directed to be held at 10:00 AM on 27 th December 2019 at M/S. Task Pressings Limited, No, 72 76, Madurav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 019 at M/S. Task Pressings Limited, No. 72 76, Maduravoya/ Bye - Pass, Aynambakkam, Ambattur Ta/uk, Chennai - 600 095 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. G) IN RELATION TO TRANSFEREE COMPANY: (i) With respect to Equity shareholders: Meeting of the Equity Shareholders of the Transferee Company is directed to be held at 10:30 AM on 23 rd December 2019 at M/S. Sundaram learning Development Centre, No-137, Pasumpon Muthurama/inga Thevar Sa/ai (Chamiers Road), Raja Annama/aipuram, Chennai 600 028 or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices. (ii) With respect to Secured Creditors: It is represented by the Transferee Company that there are NIL Secured and hence the necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferee Company is directed to be held at 09:00 AM on 27 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme. iv) That individual notices of the above said meetings shall be sent by the Applicant Companies through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice. v) That the Applicant Companies shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily News Today (Chennai Edition), and Makka/ Kura/ Tami/ (Chennai Edition) in Vernacular stating the copies of Scheme, t ..... 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