TMI Blog2020 (12) TMI 463X X X X Extracts X X X X X X X X Extracts X X X X ..... Roselin Sara Alex i/b Khaitan Co, Advocates for the Applicant Companies ORDER 1. The Bench is convened by video conference on 3 November 2020. 2. Af-Taab Investment Company Limited (hereinafter referred to as the First Applicant Company or Transferor Company ) and The Tata Power Company Limited (hereinafter referred to as the Second Applicant Company or Transferee Company ) are entering into a scheme of amalgamation. By the said Scheme, the First Applicant Company is amalgamating with the Second Applicant Company as a going concern. The Second Applicant Company is desirous of consolidating the assets and liabilities of the First Applicant Company pursuant to the scheme of amalgamation. For the sake of convenience, the F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... harat Hardware Industries P. Ltd., reported at (1978) 48 Com Cas 23; In re Santhanalakshmi Investments (P) Ltd., reported at (2005) 129 Company Cases page 789 to 792, In re Nebula Motors Ltd., reported at 45 SCL 143 and Windermere Properties PrivateLtd, Haddock Properties PrivateLtd, Grandeur Properties Private Limited, Winchester Properties Private Limited and Pentagram Properties Private Limited with Housing Development Finance Corporation Limited, Company Scheme Application No. 243 of 2017 (order dated 4 September, 2017) and therefore, the Second Applicant Company is not required to convene a meeting or send any notices to its Equity Shareholders for approval of the Scheme. The Applicant Companies have submitted that they will file a com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... using Development Finance Corporation Limited and, therefore the Second Applicant Company (being the Transferee Company) is not required to convene a meeting of its secured creditors for approval of the Scheme. In view of this, the meeting of the Secured Creditors of the Second Applicant Company is not required to be convened. However, the Second Applicant Company shall file consent affidavits of the Secured Creditors of the Second Applicant Company. Accordingly, the consent Affidavits of secured creditors be obtained by sending notices to all its Secured Creditors inviting representations, if any, thereto by post/ courier/ email/ hand-delivery. Representations, if any, shall be filed before this Tribunal with a copy to the Second Applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting of the Unsecured Creditors of the Second Applicant Company is not required to be convened. However, the Second Applicant Company shall send notice to its Unsecured Creditors having value INR 50,00,000 and above inviting representations, if any, thereto by post/ courier/ email/ hand-delivery. Representations, if any, shall be filed before this Tribunal with a copy to the Second Applicant Company, within 30 (thirty) days from the date of receipt of such notice, failing which, it shall be presumed that they have no objection to the proposed Scheme. 11. The Learned Counsel for the Applicant Companies submit that the First Applicant Company is registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. CA. Anjan Bhattacharya (ICAI M.No. 073591), 404, Building No. 37, Avenue D, Rustamjee Global City, Virar West-401303 (Mobile No. 9557539539), email id anjani10@yahoo.com, is appointed to assist the Official Liquidator to scrutinize the books of the First Applicant Company for the last 5 years. The fee of the Chartered Accountant is fixed at ₹ 2,50,000/- plus applicable taxes ( @ ₹ 50,000/- per year) which shall be paid by the First Applicant Company. The Official Liquidator shall submit his Report to the Tribunal within 30 (Thirty) days of the date of receipt of such notice, failing which it shall be presumed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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