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TMI Blog2021 (7) TMI 407X X X X Extracts X X X X X X X X Extracts X X X X ..... ding the meetings of Equity Shareholders and Secured and Unsecured Creditors of the Applicant Demerged Company and seeking declaration that since there are no Secured and Unsecured Creditors in Applicant Transferee Company/Resulting Company, the meeting of Secured and Unsecured Creditors of Applicant Transferee/Resulting Company 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 Fabrics Undertaking of the Demerged Company/Anunay Fab Limited into Aditya Infraestate Private Limited (the Scheme') and their respective Shareholders and Creditors ('the Scheme') with effect from the Appointed Date as mentioned in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent managerial and technical resources, personnel capabilities, skills, expertise and technologies thereby significantly contributing to future growth. f. Enable the Resulting Company to concentrate on strengthening its core competencies and focus to create more value for the Fabrics Undertaking. 4. The registered office of both the Applicant Companies are situated in the State of Gujarat, hence, falls within the jurisdiction of this Tribunal. 5. It is reported that the Board of Directors of all the Applicant Companies have approved the Scheme of Demerger through Board Resolutions dated 8th May 2021 passed in their respective Board Meetings and copies of the Board Resolutions are annexed to this application, as Annexure-F (Colly). 6. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the Application that so far as the secured and Unsecured creditors of the Applicant Resulting/Transferee Company are concerned, there are no Secured and Unsecured Creditors in the Applicant Resulting/Transferee Company and, therefore, seeks declaration that since there are no Secured and Unsecured Creditors in Applicant Resulting Company, the meetings of Secured and Unsecured Creditors of Applicant Resulting/Transferee Company is not required to be held. Suresh Chandra 8B Associates, Chartered Accountants has issued certificate dated 12.05.2021 certifying that there are no Secured and Unsecured Creditors in the Applicant Resulting/Transferee Company. The Certificates of Suresh Chandra & Associates, Chartered Accountants are produced as An ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spire, Nr. Jhanvi Restaurant, University, Panjarapole Cross Rd, Ahmedabad-380015. ii. At least one month before 6th August, 2021 i.e. the date of the aforesaid meetings, an advertisement about convening of the said meeting, indicating the day, date, place and time, as aforesaid, shall be published in English daily, Business Standard, Ahmedabad Edition and a Gujarati translation thereof in Navgujarat Samay, Ahmedabad Edition. The publication shall indicate the time within which copies of scheme shall be made available to the concerned persons free of charge from the respective registered office of the Applicant Companies. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shil Lohiya, CA (A-24, Pruthvi Tower, Opp. Mangaldeep Appt.- Jodhpur Gam Road, Satellite-Ahmedabad- 380015; Mobile: 9638603771) is appointed as the Scrutinizer for the aforesaid meetings vii. Mrs. Prerna Agrawal, Practicing Company Secretary (M. No. FCS 31138 and CP No. 11443) and in her absence Mr. Narayan Parekh (M. No. ACS 8059 and CP No. 6448), is appointed as Scrutinizer for the said meetings. viii. The Chairman or Chairperson appointed for the aforesaid meeting shall issue the advertisements and send out the notices of the meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Companies or any agency for carrying out the aforesaid directions ix. The Chairman or Chairperson shall have a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and advertisements of meetings have been duly complied with as per Rule 12 of Companies (CAA) Rules, 2016. xiii. It is further ordered that the Chairperson shall report to this Tribunal on the results of the meetings in Form CAA 4, verified by his affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 in Form CAA 4 within 30(Thirty) days of the conclusion of the meetings. xiv. In compliance of sub-section (5) of Section 230 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Applicant Companies shall send a notice in Form No. CAA.3 along with disclosures mentioned under Rule 6, to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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