TMI Blog2021 (7) TMI 356X X X X Extracts X X X X X X X X Extracts X X X X ..... 32 of the Companies Act, 2013 for dispensation/convening of the meetings of the Unsecured Creditors, Secured Creditors and Equity Shareholders of the Applicant Companies for the purpose of consideration of the Scheme of Arrangement in the nature of Amalgamation of M/s. EVER SHINE APPLIANCES PRIVATE LIMITED ( Transferor Company ) with M/s. CRYSTAL INTERIOR PRODUCTS PRIVATE LIMITED ( Transferee Company ) and their respective shareholders and creditors. 2. The registered office of the Applicant Companies is situated in the state of Gujarat, and hence, the Applicant Companies are under the Jurisdiction of National Company Law Tribunal, Bench at Ahmedabad. 3. The Applicant Companies are empowered by its Memorandum of Association to enter into Scheme of Arrangement. Copies of the Memorandum of Association are placed on record. 4. It has been submitted by the applicant companies that the amalgamation of the Transferor Company with the Transferee Company would inter alia have the following advantages- i. To streamline the current organization structure and to realize commercial synergies. ii. Achieving operational and management efficiency. iii. Consolidation and sim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme of amalgamation. II. As on 31.10.2010, the applicant Transferee Company has 14 (Fourteen) Equity Shareholders. All the equity shareholders of the applicant transferee company have given their consent affidavit for the proposed scheme of amalgamation. III. It is stated that as per the books of account of the applicant transferor company as on 17.02.2021, the applicant transferor company has 2 secured creditors. Both the secured creditors of the applicant transferor company have given their consent affidavit for the proposed scheme of amalgamation. IV. It is stated that as per the books of account of the applicant transferee company as on 17.02.2021, the applicant transferee company has 1 secured creditor. The secured creditor of the applicant transferee company has given their consent affidavit for the proposed scheme of amalgamation. V. It is stated that as per the books of account of the Applicant Transferor Company as on 31.01.2021, the Applicant Transferor company has about 68 (Sixty Eight) unsecured creditors. VI. It is stated that as per the books of account of the applicant Transferee Company as on 31.01.2021, the applicant transferee company ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y conducted as well as through video conferencing or other Audio Visual means or other means as may be permitted under law. IV. In view of the recent circulars of the Ministry of Corporate Affairs; viz, Circular No. 14 of 2020 : dated 8th April 2020, Circular No. 17 of 2020 dated 13th April 2020, and Circular No. 20 of 2020 : dated 5th May 2020, the meeting is permitted to be convened and conducted through video conferencing or other Audio Visual means or other means as may be permitted under law. V. At the aforesaid meeting of Unsecured creditors of the Applicant companies, voting shall be carried out through ballot/polling paper at the venue of the meeting. VI. At least one month before by 22nd Day of July 2021 i.e. the date of the aforesaid meetings, an advertisement about the convening of the said meeting indicating the day, the date, the place, and the time as aforesaid, shall be published in English newspaper Business Standard and translation thereof in gujarati newspaper Gujarat Guardian . The publication shall indicate the time within which copies of the scheme shall be made available to the concerned persons free of charge from the registered office of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed at the aforesaid meeting by any person(s) and to ascertain the decision of the sense of the meeting of the Unsecured Creditors by polling paper/ballot. XII. It is however clarified that in view of Para A (x) of the MCA Circular No. 14/2020 dated 8th April 2020, that in case of meeting through video conference or other audiovisual means, the voting through Proxy shall not be permitted. However, voting through Authorized Representative is permitted. XIII. The quorum for the meeting of unsecured creditors of both the applicant companies shall be 5 present in person or by an authorized representative. Further, if a quorum is not present within half an hour from the time appointed for holding a meeting of the Applicant Companies, the present member shall be the quorum. XIV. The value of the Unsecured Creditors shall be in accordance with the records or registers of the Applicant Companies as on 08.06.2021 and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the number or value, as the case may be for the purpose of the meeting. XV. The Chairman shall file an affidavit of not less than 7(seven) days befor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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