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TMI Blog2021 (12) TMI 1020X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed by the M/s. FLOMETALLIC INDIA PRIVATE LIMITED with M/s. BRAKES INDIA PRIVATE LIMITED. The said Scheme is also appended as Annexure at page - 295 to 337 to the CA(CAA)/93(CHE)/2021. 2. The Applicant Companies in this Company Application has sought for the following relief; 3. An affidavit in support of the above application is sworn for and behalf of the applicant Companies has been filed by Mr. K. Sekar in the capacity of Authorised Signatory for the Transferor Company and by one Mr. Sriram Viji in the capacity as Deputy Managing Director of the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effect is placed at page 162 and consent affidavits given by all is placed at Page No. 163 to 189 of the typed set filed with the application and sought for dispensation with holding of meeting. (ii) There is 1 (One) Secured Creditors and the certificate issued by the Chartered Accountant to this effect is placed at page 190 of the typed set filed along with the Application and consent affidavits given by the sole Secured Creditor is placed at Page No. 192 to 195 of the typed set filed with the application and sought for dispensation with holding of meeting. (iii) There are 2443 Unsecured Creditors and the certificate issued by the Chartered Accountant to this effect is placed at page 196 to 400 of the typed set filed along with the App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad, Chennai - 600 002. 9. The Applicant Companies has filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2021. 10. The Board of Directors of the Transferor and Transferee Companies vide meeting held on 15.07.2021 and 19.07.2021 respectively have unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the applicant companies. 11. The Appointed date as specified in the Scheme Shall be 1st July 2021. 12. The Statutory Auditors of the Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the ru ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting is dispensed with. (ii) With respect to Secured Creditors: Since it is represented by the Transferor Company that there are 23 Secured Debenture Holders and the consents by way of Affidavit given by the Debenture Trustee have been obtained and placed on record, the necessity of convening and holding the meeting is dispensed with. (iii) With respect to Unsecured Creditors: Meeting of the Unsecured Creditors of the Transferor Company is directed to be held on 27.01.2022 at 2:30 PM at Hotel Jaya Pushpam (JP Hotel Chennai), 'Chakravarthy Hall', 1131, Jawaharlal Nehru Road, Jai Nagar, Koyambedu, Chennai - 600 107 or through video conferencing or if not convenient at any other suitable place for which prior approval shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be Mr. Sriram Viji and the alternate chairperson appointed for the above said meeting shall be the Mr. Harsha Viji, Director of the Transferor Company. ii) Mr. T. Narayanan, Company Secretary of the Transferee Company is appointed as a Scrutinizer. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings. iii) In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the presc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily "Business Line" (All India Edition), and "Makkal Kural" Tamil (Tamil Nadu Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies. vii) The Chairperson shall as aforestated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme. viii) The companies shall ind ..... X X X X Extracts X X X X X X X X Extracts X X X X
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