TMI Blog2021 (9) TMI 274X X X X Extracts X X X X X X X X Extracts X X X X ..... nce today. 2. The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ( Act ) for orders and directions with regard to conduct the meetings of Members/unsecured/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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xchange ratio in respect of the Proposed Amalgamation. Copy of the Valuation Report dated 15th March, 2021 is annexed with the application and marked as 'Annexure 9'. 8. The Applicant submitted that the Scheme of Arrangement between the Applicant Company/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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... considered and given their written consents to the Scheme by way of affidavits. (b) Meetings to be held | Date and Times: The following meeting(s) shall be convened and held at the following times on 08/10/2021 for the purpose of considering, and, if thought fit, approving 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issue the advertisements and send out the notices of the meetings referred to above. The Chairperson is free to avail the services of the Applicant Company or any other agency for carrying out the aforesaid directions. The Chairperson of the meetings shall have all powers under the rules in relation 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 ₹ 75,000/-(Rupees Seventy-five Thousand only) for conducting th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in such meeting but shall not be entitled to vote again at such meeting. (d) Cut-off date: The cut off date for determining the eligibility to vote and value of votes shall be 30th September, 2021, for the meeting(s) of shareholders. The value of the votes cast shall be reckoned and scrutinized with reference to 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 Mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Income Tax Department having jurisdiction over the Applicant Company, by sending the same by hand delivery through special messenger or by speed post or by courier or by email forthwith after the notices are sent to the shareholders and creditors. The notice shall specify that representation, if any, should be filed before this Tribunal 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) o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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