TMI Blog2021 (9) TMI 333X X X X Extracts X X X X X X X X Extracts X X X X ..... JJ MOTORS PRIVATE LIMITED, being the Applicant No. 3 above named ( Transferor Company No. 2 or Applicant No. 3 ) and JJ PROJECTS PRIVATE LIMITED, being the Applicant No. 4 above named ( Transferor Company No. 3 or Applicant No. 4 ) and KOHINOOR STOCK BROKING PRIVATE LIMITED, being the Applicant No. 5 above named ( Transferor Company No. 4 or Applicant No. 5 ) and KPJ ESTATES PRIVATE LIMITED, being the Applicant No. 6 above named ( Transferor Company No. 5 or Applicant No. 6 ) with JJ AUTOMOTIVE PRIVATE LIMITED being the Applicant No. 1 above named ( Transferee Company or Applicant No. 1 ) whereby and where under the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, 01st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ( Scheme ). 2. It is submitted by Ld. counsel appearing for the Applicants that the Applicant No. 4 is an NBFC Company duly Registered with Reserve Bank of India. 3. It is submitted by Ld. counsel appearing for the Applicants that the Applicants have the following classes of shareholders and creditors:- a. APPLICANT NO. 1 Number of EQUITY ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s which are annexed to the application. 8. It is further submitted that Unsecured Creditors of Applicant No. 4 and Applicant No. 6 representing 100.00% of the value of the Creditors have already given their consent to the Scheme by way of affidavits which are annexed to the application. 9. Directions are accordingly sought for dispensing with meeting of equity shareholders of the Applicant No. 2 to Applicant No. 6 and Unsecured Creditors of Applicant No. 2 to Applicant No. 4 and Applicant No. 6 who have already given their consent to the Scheme. 10. Directions are sought accordingly for convening of meetings of the Equity Shareholders of Applicant No. 1, Secured Creditors of Applicant No. 1 and Applicant No. 6 and Unsecured Creditors of Applicant No. 1 to consider the Scheme under Section 230(1) read with Section 232(1) of the Act. 11. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicants, we allow the instant application and make the following orders:- a. Meetings dispensed: Meeting of Equity Shareholders of the Applicant No. 2 to Applicant No. 6 for considering the Scheme are dispen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aforesaid, an advertisement of the notice of meeting(s) be published once each in the FINANCIAL EXPRESS in English and Bengali translation thereof in DAINIK STATESMAN as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. g. Individual Notices: At least 30 (thirty) clear days before the date of the meeting(s) to be held, as aforesaid, notices convening the said meeting(s), along with all documents required to be sent with the same, including a copy of the said Scheme, statement prescribed under the provisions of the Act disclosing necessary details and the prescribed form of proxy, shall be sent to shareholders of the Applicant No. 1, Secured Creditors of Applicant No. 1 and Applicant No. 6 and Unsecured Creditors of Applicant No. 1 as per Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, by post or air mail or courier or email or through personal messenger at their respective or last known addresses. In the event the Company has website, the said notices along with accompanying documents shall also be posted on the websites of the Applicants. h. Chairperson: Mr. Uttam Sharma, Advocate (Mobile : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... luding a Body Corporate, entitled to attend and vote at the venue of a meeting, as aforesaid, may do so personally or by proxy, provided the proxies in the prescribed form duly signed by such person and/or the certified copy of resolution of the Board of Directors or other governing body of such person, where it is a Body Corporate, authorizing its representative to attend and vote at such meeting on its behalf, as the case may be, is deposited at the registered office of the concerned Applicant Company not later than 48 (forty eight) hours before the time for holding such meeting. o. That the Chairperson appointed for the said meeting(s) or any person authorized by the Chairperson do issue and send the notices of the aforesaid meeting(s). p. The votes cast shall be Scrutinized by the Scrutinizer. The Scrutinizer shall prepare and submit the respective reports on the meeting(s) along with all papers relating to the voting to the Chairperson of the meeting(s) within 3 days of the conclusion of the meeting(s). The Chairperson shall declare the results of the meetings after submission of the reports of the Scrutinizer. q. The value of each Creditor and shareholder shall ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
