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TMI Blog2021 (7) TMI 213X X X X Extracts X X X X X X X X Extracts X X X X ..... ms and conditions stated in the Scheme. A copy of the Scheme is annexed with the application and marked as Annexure A'. 2. Ms Shruti Singhania, learned authorised representative appearing for the Applicant submits that the Transferee Company is a Public Company limited by shares and the registered office of the Transferee Company is situated at Madhya Pradesh. Therefore, CA (CAA)/8(MP)2021 was filed by the Transferee Company before the National Company Law Tribunal, Indore Bench at Ahmedabad wherein the Bench has passed necessary directions on first motion vide order dated 16th April, 2021. It is noted that the Bench has dispensed the meeting of the Preference Shareholder of the Transferee Company and has directed meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors to be convened and held. 3. The Board of Directors of the Applicant Company in its Meeting held on 28th September, 2020 approved the Scheme. Copy of the Board Resolutions dated 28th September, 2020 of the Applicant are annexed with the application and marked as "Annexure D". 4. The statutory auditors of the Applicant Company have certified that the accounting treatment as proposed in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Directions are sought accordingly for - (a) convening of meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors to consider the Scheme under section 230(1) read with section 232(1) of the Act; and (b) issue notices to the statutory authorities under section 230(5) of the Companies Act, 2013. 10. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicant, we allow the instant application and direct meetings as in the subsequent paragraphs. 11. A meeting of the Equity Shareholders of Applicant Company shall be convened and held through videoconferencing or other audio-visual mode (VC/OAVM) or physically on 16th August, 2021 at 11.30 a.m. for the purpose of considering and if thought fit approving with or without modification, the arrangements embodied in the scheme. 12. A meeting of the Secured Creditors of Applicant Company shall be convened and held through VC/OAVM or physically on 16th August, 2021 at 1.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the arrangements embodied in the scheme. 13. A meeting of the Unsecured Creditors of A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny as on 31st December, 2020 as per Annexure R annexed with the application. However, in view of the lapse of time, the list of Secured and Unsecured Creditors of the Applicant Company as at 31.03.2021 shall be reckoned for the purposes of sending notices and for invitations to attend the meetings and vote thereon. 19. The Chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meetings referred to above. The Chairperson is free to avail the services of the Applicant Company or any other agency for carrying out the aforesaid directions. The Chairperson of the meetings shall have all powers under the rules in relation to the conduct of the meetings including deciding for any procedural questions that may arise at the meetings or at adjournment or adjournments thereof proposed at the said meetings. 20. The number and value of the equity shares of the Equity Shareholders or the value of the debt of the Secured and Unsecured Creditors shall be in accordance with the books and records of the Applicant Company and where entries in the books are disputed, the Chairperson shall determine the value for purposes of the said meeting. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... end or to vote by remote e-voting or by e-voting at the meeting held in Virtual Mode. 26. The votes cast shall be scrutinised by the Scrutiniser. Votes cast in all the modes shall be consolidated. The Scrutiniser shall prepare and submit the respective reports on the meetings along with all papers relating to the voting to the Chairperson of the meetings within three days of the conclusion of the meetings. The Chairperson shall declare the results of the meetings after submission of the reports of the Scrutiniser. 27. The resolution for approval of the Scheme of Arrangement put to a meeting shall, if passed by a majority in number representing three-fourths in value of the respective shareholders/creditors casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of such meeting under section 230(1) read with section 232(1) of the Companies Act, 2013. 28. The Chairperson to report to this Tribunal the results of the said meetings within two weeks from the date of the conclusion of the said meetings. Such report shall be in Form CAA. 4 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016, verified by affidavit. 29. Notice under s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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