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TMI Blog2020 (5) TMI 688X X X X Extracts X X X X X X X X Extracts X X X X ..... ned 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 amalgamation of the Non Applicant/Transferor Company-1 with the Applicant Company1/Transferee Company-1 (which is also the Transferor Company-2) and, thereafter, amalgamation of the Applicant Company-1/Transferee Company-1/Transferor Company-2 with the Applicant Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 Senior Counsel for the Applicant Companies submits that convening and holding of the meeting of the Preference Shareholder of the Applicant Company-1/Transferee Company-1/Transferor Company-2 to consider, and if thought fit, to approve the Scheme, with or without modificati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies 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 Creditor 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 af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns 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 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 will not affect the rights of the Secured Creditors since there is no diminution of any liability in respect of the creditors. Further, the assets of the Applicant Company-2/Transferee Company-2 will be sufficient to discharge all its liabilities. In view of this, the Bench here ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mail: [email protected]] 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 Rs.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 no objection to the proposed Scheme. A copy of the Report shall simultaneously be served upon each of the Transferor Companies. 18. The Applicant Companies shall also serve notice upon sectoral regulators as may be applicable to the Applicant Companies pursuant to section 230(5 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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