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TMI Blog2021 (9) TMI 274X X X X Extracts X X X X X X X X Extracts X X X X ..... cured/secured creditors in connection with the Scheme of Arrangement of B.M. JAIN & SONS PVT. LTD., being the Applicant above named ("Transferor Company" or "Applicant") and SKD JEWELLERY PRIVATE LIMITED ("Demerged Company") with SURBHIT IMPEX PRIVATE LIMITED, being the Transferee Company above named ("Transferee Company") whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, i.e. 1st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Arrangement ("Scheme"). A copy of the Scheme is annexed with the application and marked as 'Annexure 3'. 3. Ld. PCS for the Applicant submits that the Transferee Company is a Private Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y/Transferor Company and the Transferee Company does not contemplate any compromise or arrangement with the Creditors of the Transferor Company and the Transferee Company. The Scheme does not provide or contemplate any variation in the rights of the Creditors of the Amalgamating Company and the Amalgamated Company. It is submitted that the Creditors of the Amalgamating Company and the Amalgamated Company are not in any manner adversely or prejudicially affected by the Scheme. It is further submitted that the Amalgamated Company shall have a positive net worth post effectiveness of the Scheme and accordingly, the creditors of the Amalgamating Company and the Amalgamated Company are not in any manner adversely or prejudicially affected by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ving the said Scheme, with or without modification:- i. Meeting of Secured Creditors of Applicant Company/Transferor Company at 3:00 P.M. ii. Meeting of Unsecured Creditors of Applicant Company/Transferor Company at 4:30 P.M. (c) In the event any meeting, as aforesaid, spills over and is concluded after the time fixed for commencement of the succeeding meeting, such succeeding meeting shall be held immediately after such conclusion of the prior meeting. (d) At least 30 (thirty) clear days before the meeting(s) to be held, as aforesaid, an advertisement of the notice of meeting(s) be published once each in the Financial Express in English and Aajkaal in Bengali as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation to the conduct of the meetings including deciding for any procedural questions that may arise at the meetings or at adjournment or adjournments thereof proposed at the said meetings. (b) Mr. Soumitra Lahiri, CA, having mobile No. 8420969857, shall be appointed as the Chairperson of the meetings to be held, as aforesaid. The Chairperson shall be paid a consolidated sum of Rs. 75,000/-(Rupees Seventy-five Thousand only) for conducting the aforesaid meeting(s) as Chairperson. (c) Mr. Vikash Choubey, Advocate, having mobile No. 9903653435, shall be appointed as the Scrutinizer of the meetings to be held, as aforesaid. The Scrutinizer shall be paid a consolidated sum of Rs. 60,000/-(Rupees Sixty Thousand only) for conducting the afores ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said date. (j) Remote e-voting and e-voting or voting through ballot process at the meeting by the authorized representative is permitted, provided that the resolution/authorization etc. authorizing its representative to attend the aforesaid respective meetings on its behalf. It is clarified that proxies are not entitled otherwise to attend or to vote by remote e-voting or by e-voting at the meeting held in Virtual Mode. (k) The votes cast shall be scrutinized by the Scrutinizer. Votes cast in all the modes shall be consolidated. The Scrutinizer shall prepare and submit the respective reports on the meetings along with all papers relating to the voting to the Chairperson of the meetings within 3 days of the conclusion of the meetin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the Authorised Representative of the said Applicant. If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said Scheme of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 in Form No. CAA-3 of the said Rules with necessary variations, incorporating the directions herein. (o) The Applicant to file an affidavit proving service of notices of meetings and publication of advertisement a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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