TMI Blog2021 (6) TMI 728X X X X Extracts X X X X X X X X Extracts X X X X ..... ets (India) Limited (hereinafter referred to as Applicant Company or Transferee Company') and Subsequently reduction of Equity Share Capital of M/s. M/s. Tablets (India) Limited. 2. The learned counsel for the Applicant Companies submitted that the Composite Scheme of Arrangement provides for the Amalgamation of the Applicant Company/Transferor Company as going concern with Tablets (India) Limited (hereinafter referred to as Transferee Company') and also provides for Capital reduction of the Share Capital of the Transferee Company. 3. The Applicant Companies in this Company Application have sought for the following prayers: A. M/s. TIL NUTRACEUTICALS PRIVATE LIMITED [CA/807/CAA/2020] i) For dispensing with convening, holding and conducting of the meeting of the Equity Shareholders of Applicant/Transferor Company. ii) For dispensing with convening, holding and conducting of the meeting of Unsecured Creditors of the Applicant Company/Transferor Company; iii) For dispensing with convening, holding and conducting of the meeting of Secured Creditors of the Applicant Company/Transferor Company; since there is no Secured Creditors and pass such ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s. iii) There are no Secured Creditors in relation to the Transferor Company as on 20.08.2020. The certificate issued by M/s. M.C. Ranganathan Co., Chartered Accountants to this effect is placed at page 128 of Vol-I of the typed set filed as Annexure-A7 along with the Application. iv) There is 1 (One) Unsecured Creditor in relation to the Transferor Company as on 20.08.2020. The list of Unsecured Creditor and the certificate issued to this effect by M/s. M.C. Ranganathan Co., Chartered Accountants is placed at page 129 of the typed set filed as Annexure-A8 along with the Application. The Unsecured Creditor has given his consent affidavit which is placed at page 131 to 134 of Vol-I of the typed set filed as Annexure-A9 along with the Application. The amount due to this consenting Unsecured creditor is ₹ 1,00,000/-. 2. M/s. Tablets (India) Limited --Transferee Company i) The Transferee Company viz., M/s. Tablets (India) Limited, is a Public Limited Company, which was incorporated on 12.07.1938, under the provisions of the Companies Act, 1913. The Transferee Company is engaged in the Business of Pharmaceutical Formulations, dietary Supplements, Sport ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ewith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices 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 only 5 equity shareholders in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting of the Equity shareholders for the approval of the scheme is hereby dispensed with. ii) With respect to Secured Creditors: It is represented by the Transferor Company that there are NIL Secured Creditors and hence the necessity of convening a meeting does not arise. iii) With respect to Unsecured Creditors: Since it is represented by the Transferor Company that there is 1 (One) Unsecured Creditor in the Company, the consent by way of affidavit has been obtained and is placed on record; therefore the necessity of convening and holding a meeting of the Unsecured creditors does not arise. Hence, the meeting of the Unsecured Creditors is hereby allowed to be dispensed with under clause ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... above said meetings or in his absence the alternate chairperson appointed for the above said meeting shall be the Mr. Ranganathan Srinivasan Raghavan, Directors of the Transferee Company. The Chairperson(s) will file the reports of the aforesaid meetings within 7 (Seven) days from the date of holding of the above said meetings. 11. The Chairperson appointed for the aforesaid meetings shall cause to issue the advertisement and send out the notices of the meeting referred to above. The said Chairperson shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the meetings by any person(s). 12. In case the quorum as noted above, for the above meeting of the Transferee Company is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued. Since the Applicant Companies are Private Limited and closely held Public Limited Companies, there is no need to issue notices to SEBI and to the Stock Exchanges. The authorities are directed to make objections/representations, if any, within 30 days from the date of receipt of notice. In case no objection/representation is received within the stipulated time it shall be deemed that they do not have any objections. 17. In respect of the Transferor Company, the Registry is directed to issue notice to the Official Liquidator, who in turn, may appoint Chartered Accountants and submit a report with regard to the Transferor Company within four weeks from the date of receipt of this Order. 18. The Applicant Companies shall further furnish copy of the Composite Scheme of Arrangement, free of charge within 1 day of any requisition for the Scheme made by every Equity Shareholders and Unsecured Creditors or Members of the Transferee Company entitled to attend meeting as aforesaid. 19. The Authorized Representatives of the Transferor Company and Transferee Company shall furnish an affidavit of service of notice of meeting and publication of advertisement and compliance of al ..... X X X X Extracts X X X X X X X X Extracts X X X X
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