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TMI Blog2020 (12) TMI 1257X X X X Extracts X X X X X X X X Extracts X X X X ..... ecured Creditors and Applicant Transferee Company is seeking dispensation of Secured Creditors on the basis of the consent affidavit and appropriate directions for holding and convening of meeting of Equity Shareholders and Unsecured Creditors in respect of the Scheme of Amalgamation of Bhadra Textiles and Trading Private Limited and Villa Trading Company Private Limited ("The Transferor Companies") with Gujarat Sidhee Cement Limited ("The Transferee Company") and their respective Shareholders and Creditors ('the Scheme'), with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed at Annexure - H, in accordance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act. 2. It is submitted that the rational is to amalgamate the Applicant Transferor Companies into the Applicant Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Companies viz, the promoter group of the Transferor Companies (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company and the following benefits shall, inter alia, accrue to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the present case. Hence, no notice is required to be served to the Competition Commission of India. 6. It is further submitted that the Transferee Company is a manufacturing Company and 100% FDI is allowed under automatic route in all manufacturing companies as per the Consolidated Policy on FDT of the Government of India and no approval under the FEMA is required. Further there will be no in-flow or out-flow of capital on approval of Scheme of Amalgamation. Hence no notice is required to be issued to the RBI. 7. The Applicant Transferor Companies have stated that there are 3 Equity Shareholders in the first Applicant Transferor Company and 3 Equity Shareholders in the second Applicant Transferor Company. The list of Equity Shareholders as certified by the Chartered Accountant is annexed at Annexure L and Annexure O respectively with the Application. The Applicant Transferor Companies have annexed original consent affidavits of all the Equity Shareholders as Annexure M (Colly) and Annexure P (Colly) respectively with the Application. 8. The Applicant Transferor Companies have stated that there are no Secured and Unsecured Creditors in the Applicant Transferor Companies. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ithout modifications the proposed Scheme. iv. The meeting of the Secured Creditors of the Applicant Transferee Company is dispensed with in view of the consent affidavit annexed at page no. 651 (Annexure V) of the application. v. The meeting of the Unsecured Creditors of the Applicant Transferee Company as per the list of the unsecured creditors on the 30th November, shall be convened and held on the 22nd day of February 2021 at 3:30 P.M. in case of a physical meeting at the Registered Office of the Transferee Company at Sidheegram, Prashnawada, Gujarat for the purpose of considering and, if thought fit, approving with or without modifications the proposed Scheme. vi. The Applicant Transferee Company being a listed public limited company, is governed by the SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and is required to provide the facility ole-voting to its shareholders. vii. At least one month before by 22 of January 2021 i.e. the date of the aforesaid meeting, publication about convening of the said meeting, indicating the day, date, place and time, as aforesaid, shall be published in Business Standard English daily, Mumbai and Ahmedabad, Edition and a Gujarat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting referred to above. The Chairman/Chairperson is free to avail the services of the Applicant Transferee Company or any agency for carrying out the aforesaid directions. xii. The Chairman or Chairperson shall have all powers under the Articles of Association of the Applicant Transferee Company and also under the Rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjournment(s) to the aforesaid scheme or resolution, if any, 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. xiii. Voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitle to attend and vote at the aforesaid meeting is filed with the Applicant Transferee Company not later than 48 hours before the said meeting, vide Rule 10 of the Companies (CAA) Rules, 2016 read with Section 105 of the Act. xiv. The quorum for the meeting of the Equity Shareholders and Unsecured Creditors shall be 30. Further if the quorum is not present within half-an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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