TMI Blog2021 (7) TMI 318X X X X Extracts X X X X X X X X Extracts X X X X ..... of both the Applicant Companies and seeking declaration that since there are no Secured Creditors in Applicant Company 2, the meeting of Secured Creditor of Applicant Company 2 is not required to be held, for the purpose of considering and if thought fit, approving, with or without modification, a Scheme of Arrangement in the nature of Demerger of Share Broking Division (Demerged Undertaking) of Evermore Stock Brokers Private Limited into Evermore Commodity Brokers Private Limited ('the Scheme') with effect from the Appointed Date as mentioned in the Scheme. 2. The registered office of both the Applicant Companies are situated in the State of Gujarat, hence, falls within the jurisdiction of this Tribunal. 3. The Applicant Company 1 is a private limited company. Paid up Share Capital of the Applicant Company 1 is ₹ 2,98,69,660/-. 4. The Applicant Company 2 is a private limited company. Paid up Share Capital of the Applicant Company 1 is ₹ 1,40,00,000/-. 5. It is reported that the Board of Directors of all the Applicant Companies have approved the Scheme of Arrangement through Board Resolutions dated 19th November 2020 passed in their respective Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ock Exchange of India Limited (MSEI) as a stock broker and also Depository Participant (DP) of Central Depository Services (India) Limited (CDSL). Pursuant to the guidelines issued by these Stock Exchanges, the Applicant Company No. 1 / Demerged Company has made an application for seeking no objection to the Scheme of Arrangement from BSE Limited and National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI) and accordingly received no objections from BSE Limited and National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI). The Depository namely Central Depository Services (India) Limited (CDSL) has conveyed to the Applicant Company No. 1 that fresh Application is to be made by Applicant Company No. 2 for becoming Depository Participant (DP) of CDSL. The Applicant Company 1 has produced on record the no objections from these Stock exchanges and Depository participants. 12. It is further stated that the Applicant Company No. 2 / Resulting Company is a member of is a member of Multi Commodity Exchange of India Limited (MCX) and National Commodity 8B Derivatives Exchange Limited (NCDEX). Pursu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured Creditors as stated herein below:- a. The meeting of Equity Shareholders of Applicant Company 2 shall be convened on Saturday the 31st July, 2021 at 1:30 p.m. at its Corporate Office situated at Unit No. F-003, 1st Floor, Raghuleela Megha Mall, Near Poisur Bus Depot, Kandivali (West), Mumbai - 400067. b. The meeting of Unsecured Creditors of Applicant Company 2 shall be convened on Saturday the 31st July, 2021 at 2:30 p.m. at its Corporate Office situated at Unit No. F-003, 1st Floor, Raghuleela Megha Mall, Near Poisur Bus Depot, Kandivali (West), Mumbai - 400067. 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 Financial Express English Daily and Financial Express Gujarati Daily, having circulation in Ahmedabad Gandhinagar and Free Press Journal English Daily and Navshakti Marathi Daily, having circulation in Mumbai. The publication shall indicate the time within which copies of the Scheme of Arrangement shall be made available to the concerned persons free of charge from the registered office of the res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ngs, 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 Equity Shareholders and Unsecured Creditors of both the Applicant Companies. ix. The quorum for the meeting of Equity Shareholders and Unsecured Creditors of Applicant Company 1 shall be as per provisions of Section 230 (6) of the Companies Act, 2013. xi. The quorum for the meeting of Equity Shareholders and Unsecured Creditors of Applicant Company 2 shall be as per provisions of Section 230 (6) of the Companies Act, 2013. xii. The number and value of Equity Shareholders and Unsecured Creditors of both the Applicant Companies shall be in accordance with the records or registers as on 31.05.2021 of the Applicant Companies and where the entries in the records or registers are disputed as on 31.05.2021, the Chairperson of the meetings shall determine the value, as the case may be, for the purposes of the meetings. xi. The Chairperson shall file an affidavit n ..... X X X X Extracts X X X X X X X X Extracts X X X X
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