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TMI Blog2020 (12) TMI 917X X X X Extracts X X X X X X X X Extracts X X X X ..... National Stock Exchange of India Limited. Since the Transferor Company is a Wholly Owned Subsidiary of the Transferee Company, prior approval from the aforesaid authorities are not necessary. Copy of such intimation is annexed herewith as Annexure- H. 3. It is submitted that both these companies belong to the same group of management. The Transferor Company is the wholly owned subsidiary of the Applicant Transferee Company. The Transferor Company is primarily engaged in the business of Manufacturing and trading of specialty chemicals i.e. Trichloroisocyanuric Acid (TCCA) that is mainly used for water purification and other related purposes. The Transferee Company is inter-alia engaged in the business of manufacturing as well as trading in all kinds of dyestuffs, dyes intermediates and basic and other chemicals etc; Company is also engaged in export and import of all such products. 4. The registered offices of the Applicant Companies are situated in the state of Gujarat and are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 5. It is stated that the Scheme of Amalgamation would inter-alia be beneficial for the applicant companies due to following ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... consideration of the Scheme. (B) THAT a meeting of the Unsecured Creditors of Trion Chemicals Private Limited, the Applicant Transferor Company be directed be convened to obtain the approval to the Scheme; (C) THAT there are no Secured Creditors in the Applicant-1/Transferor Company. Hence, the meeting of the Secured Creditors is not required. (D) THAT meeting of the Equity Shareholders of M/s. Bodal Chemicals Limited, the Applicant Transferee Company be dispensed with, In the alternate, this Tribunal may direct for convening the meetings of all the equity shareholders of Applicant-2/Transferee Company. In the alternate, (E) That separate meetings of the Secured Creditors and Unsecured Creditors of the Applicant Transferee Company be directed to be convened through Video Conferencing or other Audio Visual Modes, to obtain the approval to the Scheme. 9. The Learned Consel of the Applicant Company submitted that as per the latest audit report placed by the Applicant Companies, the details of the shareholders, secured creditors and unsecured creditors as follows: (i) In case of the Applicant Transferor Company, it has been submitted that the said company, being the wholl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors of the Applicant Transferee Company. Directions are sought to convene separate meetings of the Secured and Unsecured creditors of the Applicant Transferee Company. It is also prayed that all the meetings be permitted to be convened and conducted through video conferencing and seek the approval of the concerned parties through e voting. 10. The applicant company has stated that there is no winding up petition pending in any Court or Tribunal in India in respect of (any of the) Applicant Company. 11. The applicant companies have submitted that, no investigation, inquiry or proceeding is pending against the Applicant Companies under Section 210-217, 219, 220, 223 to 227 of the Companies Act, 2013 or Sections 235 to 251 of the Companies Act, 1956. 12. The Applicants have stated that the accounting treatment proposed in the Scheme of Arrangement is inconformity with the accounting standards proposed in terms of clause 14 of the Scheme. Certificates from the respective Statutory Auditors of the Applicant Companies have been filed along with the Application as Annexure J. 13. Having perused the entire material on record, and the submissions made during hearing, this Tribuna ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is directed to carry out voting through remote e-voting at the time of meeting for all the Equity Shareholders and report result of the e-voting by Public shareholders separately. The Applicant Companies shall carry out voting for meetings of Secured Creditors as well as Unsecured Creditors by e-voting at the time of meeting. 21. 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 Secured Creditors and Unsecured Creditors of the Applicant Transferee Company; and the unsecured creditors of the Applicant Transferor Company at their respective available addresses either through e mail or courier or speed post or registered post. In case of the Equity Shareholders of the Applicant Transferee Company, the notices shall be sent in reference to the list of the members appearing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall issue advertisements and send out notices of the said meetings referred to above. The chairman is free to avail the services of the Applicant Companies or any agency for carrying out the aforesaid directions. The Chairman of the meetings shall have all powers under the Articles of Association of the Applicant Companies and also under Rules, including for deciding any procedural questions, that may arise at the meetings or adjournment(s) thereof proposed at the said meetings, amendment(s) to the aforesaid Scheme or resolution, if any, proposed at the aforesaid meetings by any person(s); or adjournment(s) thereof proposed at the said meetings, and to ascertain the decision of the meetings on a poll. 27. The quorum for the meeting of the Secured Creditors of the Applicant Transferee Company quorum shall be 2 (Two) and the quorum for the respective meetings of Unsecured Creditors of both the Applicant Companies shall be 15 (Fifteen) person present in person or through authorized representative. 28. The number and the value of debt of the Secured and Unsecured Creditors of the Company, as the case may be, shall be in accordance with the entries in the books of accounts of the co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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