9911796707
TMI Blog2020 (1) TMI 1447X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed by the applicant. The said Scheme is also commonly annexed as Annexure "A5" to both the applications. 2. The Applicant Companies in this Company Application has sought for the following reliefs: Transferee Company [CP/1319/CAA/2019] a) It is prayed that necessary directions may be given for convening, holding and conducting of meeting of the Shareholders of the Applicant Companies on the basis of the consent affidavit issued by each Equity Shareholder and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstanc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e and render justice. b) It is prayed that necessary directions may be given for dispensing with convening, holding and conducting of meeting of the Secured creditors of the Applicant Company 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. 3. An affidavit in support of the above application is sworn for and behalf of the Transferee Company has been filed by one R S Raghavan, in the capacity as Director of the Transferee Company and on behalf of the Transferor Company by one Suresh Kumar Sewag, in the capacity as Director of the Transferor Company, along with the application and it is also represented that the Registered office of both the Applic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ht for. Taking into consideration, the filing of the consent affidavits of the Equity shareholders in relation to the Transferee Company being made prior to the date of hearing of the application, dispensation of the meeting as sought for is granted. However, this Tribunal seriously frowns upon the compliance made by the Applicant Company post filing of the Application, as the said practise is required to be curbed and eschewed by the Applicant Companies post filing of the Application. 8. From the certificate of incorporation filed, it is evident that Transferor Company is a Private limited company incorporated under the provisions of Companies Act, 1956 on 7th May 1993, with Registrar of Companies, Tamil Nadu. The Authorized Share Capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions of this Tribunal. 13. The Statutory Auditors of the Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards is in compliance with Section 133 of the Companies Act, 2013. 14. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, 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: Since it is represented by the Transferor Company that there are 7 Equity shareholders i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferee Company is directed to be held at 03:00 PM on 6th March 2020 at Vestin Park, No. 39, Montieth Road, Egmore, Chennai - 600 008 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. 15. The quorum for the meetings of the Unsecured Creditor of the Transferee Company shall be 5. i) The Chairperson appointed for the above said meeting shall be Mr. C. Madanagopal, Advocate (Mob:- +91-9884696598) and the alternate chairperson appointed for the above said meeting shall be the Director of the Transferee Company, who h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 Company 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 "Business Standard" (Chennai Edition), and "Maalai Chudar" (Chennai Edition) in Vernacular stating the copies of Scheme, ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
