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TMI Blog2020 (7) TMI 763X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Limited (Transferee Company) and their respective Shareholders (Scheme)under the provisions of sections 230 to 232 of the Companies Act, 2013. 3. The Counsel for the Applicants submits that the Transferor Company is engaged in business of investing in other companies and the Transferee Company is engaged in business of builders, contractors, erectors, constructors of buildings, houses, apartments, structures for residential, industrial, commercials, institutional or developments of co-operative Housing societies etc. 4. The Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies in their respective meetings held on 17th September 2019 and 3rd June 2020 has approved the Scheme of Merger with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mail, or by courier or by speed post, or by hand delivery addressed to each of the Equity Shareholders of the Applicant Companies at their respective registered or last known addresses or by e-mail to the registered e-mail addresses of the Equity Shareholders as per the records of the Applicant Companies. 8. At least thirty(30) clear days before the meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said Meeting, indicating the place, date and time of meeting as aforesaid be published stating that a copy of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aid meetings to issue the advertisements and send out the notices of the meetings referred to above. The said Chairperson shall have all powers as per Articles of Association of the Transferor Company and also under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting(s), including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s). 13. The quorum for the said meeting of the Equity shareholders of the Applicant Companies shall be as prescribed under Section 103 of the Companies Act, 2013, present either in person or proxy or by autho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal that the directions regarding the issue of notices and advertisements have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 17. The Chairperson to report to the Tribunal, the result of the aforesaid meetings within 30 (Thirty) working days of the conclusion of the meetings, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 18. The Counsel for Sheth Developers Private Limited,i.e. the Transferee Company further submits that the Transferee Company has only two preference shareholders and both the preference shareholder of the Transferee Company have filed their original consent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of section 230(1)(b) of the Companies Act 2013 and does not involve any diminution of liability on the part of the creditors. Therefore, this Bench hereby directs the Transferee Company to issue notice to the Unsecured Creditors having outstanding amount in excess of Rs.5,00,000/- which consisting 98.74% of total amount of unsecured creditors, as required under section 230(3) of the Companies Act, 2013 by Courier/Registered Post/Hand Delivery or through email with a direction that they may submit their representations, if any, to the Tribunal within a period of 30 (thirty) days from the date of receipt of such notice and a copy of such representation shall simultaneously be served upon the Transferee Company 22. It shall be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pursuant to section 230(5) of the Companies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response received by the Tribunal from RERA within a period of thirty days from the date of receipt of such notice, it will be presumed that the RERA have no objection to the proposed Scheme. 26. The Applicant Companies to serve the notices along with copy of the scheme upon concerned Income Tax Authority within whose jurisdiction the respective Applicant Company's assessments are made, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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