TMI Blog2020 (12) TMI 596X X X X Extracts X X X X X X X X Extracts X X X X ..... ited (hereinafter jointly referred to as the Applicant Companies) have preferred this application under sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules'). By this application, the Applicant Transferor Company is seeking dispensation of the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors, and Applicant Transferee Company is seeking dispensation of Secured Creditors and appropriate directions for holding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Parsec Enterprises Private Limited ( The Transferor Company ) with Saurashtra Cement Limited ( The Transferee Company ) and their respective Shareholders and Creditors ('the Scheme'), with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed at ANNEXURE - F , in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act. 2. It is submitted that the rational is to amalgamate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Auditors as Annexure - G certifying compliance with Section 133 of the Companies Act, 2013. 4. The Applicant Companies have submitted that there are no investigation or proceedings against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013 are pending. 5. It is further submitted by the applicant companies that the provisions of the Competition Act, 2002 are not applicable in the present case. Hence, no notice is required to be served to the Competition Commission of India. 6. It is further submitted that the Transferee Company is a manufacturing Company and 100% FDI is allowed under automatic route in all manufacturing companies as per the Consolidated Policy on FDI of the Government of India and no approval under the FEMA is required. Further there will be no in-flow or out-flow of capital on approval of Scheme of Amalgamation. Hence no notice is required to be issued to the RBI. 7. The Applicant Transferor Company has stated that there are 3 Equity Shareholders in the Applicant Transferor Company. The list of Equity Shareholders as certified by the Chartered Accountant is produced at Annexure J with the Application. The Applicant Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bruary 2021 at 11:30 A.M. in case of a physical meeting at the Registered Office of the Company at Ranavav-Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. iv. The meeting of the Secured Creditors of the Applicant Transferee Company is dispensed with in view of filing of consent by way of an affidavit. v. The meeting of the Unsecured Creditors of the Applicant Transferee Company as per the list of the unsecured creditors on the 30th November shall be convened and held on the 5th day of February 2021 at 3 :30 P.M. in case of a physical meeting at the Registered Office of the Transferee Company at Ranavav Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. vi. The Applicant Transferee Company being a listed public limited company, is governed by the 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. vii. In view of the recent circulars of Ministry of Corporate Affairs; viz. Circular No. 14 of 2020 dated 8th April 2020, Circular No. 17 of 2020 dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... x. Shri Ravi Kapoor and, in his absence Mr. Trupal Kumar Patel, and in his absence Shri Niren Morlidhar Nagri shall be the Chairman/Chairperson of the aforesaid meetings of the equity shareholders and unsecured creditors to be held on 5th February 2021 and in respect of any adjournment thereof. xi. Mr. Sachin Ahuja of M/s Sachin Ahuja Associates, and in his absence , Ms. Ragini Chokshi of M/s Ragini Chokshi Co is appointed as the Scrutinizer for the aforesaid meetings of the equity shareholders and unsecured creditors of the Applicant Transferee Company. xii. The Chairman or Chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Transferee Company or any agency for carrying out the aforesaid directions. xiii. The Chairman or Chairperson shall have all powers under the Articles of Association of the Applicant Transferee Company and also under the Rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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