TMI Blog2020 (5) TMI 688X X X X Extracts X X X X X X X X Extracts X X X X ..... nior Advocates, a/w Mr Mehul Shah, Mr Peshwan Jehangir, Mr Himanshu Vidhani, Mr Aman Yagnik, Mr Rushabh Gala Ms Pratiksha Basarkar, i/b Khaitan Co, Advocates ORDER Rajasekhar V.K, J. 1. The Bench is convened by videoconference today (01.05.2020). 2. Learned Senior Counsel for the Applicant Companies submits that the present Scheme is a Composite Scheme of Amalgamation and Plan of Merger (Scheme) between Reliance Holding USA Inc, (Non-Applicant/ Transferor Company-1), Reliance Energy Generation and Distribution Limited (Applicant Company-1/Transferee Company-1/Transferor Company-2) and Reliance Industries Limited (Applicant Company-2/ Transferee Company-2) and their respective shareholders. 3. The Scheme provides for the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company-2. The entire share capital of the Applicant Company-1/Transferee Company-1/Transferor Company-2 shall be cancelled upon the Scheme becoming effective. 6. Learned Senior Counsel for the Applicant Companies submits that convening and holding of the meeting of the Equity Shareholders of the Applicant Company-1/Transferee Company-1/Transferor Company-2 to consider, and if thought fit, to approve the Scheme, with or without modification(s) is not required, since the Applicant Company-1/Transferee Company-1/Transferor Company-2 has received consent affidavits from all of its equity shareholders, approving the Scheme. A copy of these consent affidavits is annexed to the Company Application as Exhibit A-17. 7. Learned Seni ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany-2 as on date of hearing of the present Company Application. Therefore, the question of convening and holding the meeting of the Preference Shareholders of the Applicant Company2/Transferee Company-2 does not arise. 10. Learned Senior Counsel for the Applicant Companies submits that there are no Secured Creditors of the Applicant Company-1/ Transferee Company-1/Transferor Company-2 as on date of hearing of the present Company Application. Therefore, the question of convening and holding the meeting of the Secured Creditors of the Applicant Company-1/Transferee Company-1/Transferor Company2 does not arise. 11. Learned Senior Counsel for the Applicant Companies submits that convening and holding of the meeting of the Unsecured Credi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 to issue notice of hearing of petition by post/ courier/ email/ hand-delivery to all its Secured Creditors with a direction that they may submit their representations, if any, to the Tribunal within thirty days of receipt of such notice. Copy of any such representations shall simultaneously be served upon the Applicant Company2/Transferee Company-2. 13. Learned Senior Counsel for the Applicant Companies submits that convening and holding of the meeting of the Secured Creditors of the Applicant Company-2/Transferee Company-2 to consider, and if thought fit, to approve the Scheme, with or without modification(s) is not required, since the fact that the present case is similar to the facts in CSA No. 243 of 2017 in the matter of Housing D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arise. 15. Learned Senior Counsel for the Applicant Companies submits that convening and holding of the meeting of the Debenture Holders of the Applicant Company-2/Transferee Company-2 to consider, and if thought fit, to approve the Scheme, with or without modification(s) is not required, since the fact that the present case is similar to the facts in CSA No. 243 of 2017 in the matter of Housing Development Finance Corporation Limited that the Applicant Company-1/Transferee Company-1/Transferor Company-2 and the Transferor Company-1 are, directly and indirectly, wholly owned subsidiaries of the Applicant Company-2/Transferee Company-2. The financial position of the Applicant Company-2/Transferee Company-2 is highly positive. This Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies Act, 2013 and as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. M/s SP Sakhala Co, Chartered Accountants having their office at No.34, Chandragupta, Moginis Lane (opp Fame Adlabs), New Link Road, Andheri (West), Mumbai 400 053 [Email: casakhala@gmail.com] are appointed to assist the Official Liquidator to scrutinise the books of accounts of each of the Transferor Companies for the last five years. The fee of the Chartered Accountant is fixed at ₹2,00,000/- inclusive of all taxes. The Official Liquidator shall submit his Report to the Tribunal within a period of thirty days from the date of the receipt of such notice, failing which it shall be presumed that the Official Liquidator has n ..... X X X X Extracts X X X X X X X X Extracts X X X X
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