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TMI Blog2021 (7) TMI 193X X X X Extracts X X X X X X X X Extracts X X X X ..... nies 2 to 7, the meetings of Secured Creditors of Applicant Companies 2 to 7 is not required to be held, for the purpose of considering and if thought fit, approving, with or without modification, a Composite Scheme of Arrangement amongst Excelsource International Private Limited, Cool N Care Technologies Private Limited, Solutions 4 Energy Private Limited, Golf Way Leisure Private Limited, Redclieffe Real Estates Private Limited, House & Life Technology Private Limited, Jaiveek Agro Biotech Private Limited, and Metmin Resource Consultants Private Limited (Demerged Company), and their respective Shareholders and Creditors ('the Scheme') with effect from the Appointed Date as mentioned in the Scheme. 2. The registered office of all the Applicant Companies are situated in the State of Gujarat, hence, falls within the jurisdiction of this Tribunal. 3. It is reported that the Board of Directors of all the Applicant Companies have approved the Scheme of Arrangement through Board Resolution dated 30.01.2021 passed in their respective Board Meeting and copies of the Board Resolutions are annexed to this application, as Annexure-Q1 to Q8. A copy of the Scheme of Arrangement is an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013. 7. It is stated by the Applicant Companies that the Competition Commission of India is not concerned with the Scheme proposed by the applicant companies considering the contents of the Scheme. 8. It is further stated that there are no investigation or proceedings under the Companies Act, 1956/Companies Act, 2013 have been instituted or are pending in relation to the Applicant Companies. 9. It is submitted that the applicant companies have following Shareholders, Secured and Unsecured Creditors:- 10. It is stated in the application that all the Equity Shareholders of all the Applicant Companies have given their consent, in writing, by consent affidavits by approving the proposed company Scheme of Arrangement and waived their right to attend the meeting for considering and, if thought fit, with or without modification(s) of the proposed company Scheme. The applicant companies have furnished consent affidavits of all the Equity Shareholders of all the Applicant Companies. In addition to the above, the certificates of the Chartered Accountant, in this respect, are also annexed with the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured Creditors separately as stated herein below:- a. The meeting of Secured Creditors of Applicant Company 1 shall be convened on 5.8.2021 at 11:30 AM at the registered office of the Company. b. The meeting of Unsecured Creditors of Applicant Company 1 shall be convened on 5.8.2021 at 12:00 Noon at the registered office of the Company. ii. The Applicant Company 8 is directed to convene and hold individual meeting of Secured Creditors as stated herein below. a. The meeting of Secured Creditors of Applicant Company 8 shall be convened on 5.8.2021 at 11:00 AM at the registered office of the Company. iii. At least one month before the date of the aforesaid meetings, an advertisement about convening of the said meetings, indicating the date, place and time as aforesaid, shall be published in "Business Standard" English Daily and "Lok Satta" Gujarati Daily, having circulation in Vadodara. The publication shall indicate the time within which copies of the Composite Scheme of Arrangement shall be made available to the concerned persons free of charge from the registered office of the respective Applicant Companies. The publication shall also indicate that the statement req ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company 1 and Applicant Company 8 or any agency for carrying out the aforesaid directions. The Chairperson shall have all powers under the Articles of Association of Applicant Company 1 and Applicant Company 8 and also under the Rules in relation to the conduct of meetings, including for deciding any procedural question that may arise at the meetings or adjournment thereof proposed at the said meetings, amendment(s) to the aforesaid scheme or resolutions, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the meetings of Secured Creditors and Unsecured Creditors of Applicant Company 1 and meeting of Secured Creditors of Applicant Company 8. ix. The quorum for the meeting of Secured Creditors of Applicant Company 1 and Applicant Company 8 shall be 2 (Two) and 2 (Two) persons respectively present in person. x. The quorum for the meeting of Unsecured Creditors of Applicant Company 1 shall be 5 (five) persons present in person xi. The number and value of Creditors of Applicant Company 1 and Applicant Company 8 shall be in accordance with the records or registers as on 25.6.2021 of Applicant Company 1 and Applicant Company 8 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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