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TMI Blog2021 (12) TMI 1059X X X X Extracts X X X X X X X X Extracts X X X X ..... or the applicants submits that the first applicant-company is engaged in the business of branded B2C shirts. 4. Counsel for the applicants further submits that second applicant-company, through its subsidiaries and joint venture companies, has inter alia transformed from an Indian textile player to a large, diversified group having a leading position in textile and apparel business and a formidable position across varied other businesses such as FMCG, auto components, tools and hardware and denim manufacturing in Indian and global markets. It also has a real estate division. 5. The background, circumstances, rationale, and benefits of the scheme are that : Rationale for demerger of the business undertaking The board of directors of the demerged company and the resulting company, after deliberation, recommended that post-covid-19, it would be beneficial to create a focused B2C business by way of consolidation of apparel business into the resulting company to achieve the synergies. Since the business of the business undertaking will supplement the business of the resulting company, the consolidation of the business undertaking with the business of the resulting company is exp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ear days before the aforesaid meeting of the equity shareholders of the first applicant-company to be held as aforesaid, a notice convening the said meeting at the day, date and time aforesaid, together with proxy form, a copy of the scheme, a copy of the explanatory statement required to be sent under section 230(3) of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent by air mail/courier/registered post/hand delivery/speed post or through e-mail (to those shareholders whose e-mail addresses are duly registered with the first applicant-company for the purpose of receiving such notices by e-mail), addressed to each of the equity shareholders of the first applicant-company, at their last known address or e-mail addresses as per the records of the first applicant-company. 10. Notice of convening the meeting of the equity shareholders of the first applicant-company, indicating the day, date, and time aforesaid, shall be advertised once each in the Financial Express (Mumbai edition) and Marathi translation thereof in Navshakti (Mumbai edition) both having circulation in Mumbai, not less 30 days before the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rocedural questions that may arise at the meeting or at any adjournment thereof. 16. The value and number of the shares of each equity shareholder shall be in accordance with the books/register of the first applicant-company or depository records and where the entries in the books/register/depository records are disputed, the chairperson of the meeting shall determine the value for the purposes of the meeting of equity shareholders and his/her decision in that behalf would be final. 17. The chairperson appointed for the aforesaid meeting of the equity shareholders of the first applicant-company shall report to this Tribunal, the result of the aforesaid meetings within 30 (thirty) days of the conclusion of the aforesaid meeting, and the said report shall be verified by his affidavit as per rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 18. That the meeting of the equity shareholders of the second-applicant-company be convened and held at Raymond Ltd., Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri-415 612, Maharashtra on Friday, on December 27, 2021 at 11.00 a.m. for the purpose of considering, and if thought fit, approving the proposed sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applicant-company failing him Shri Dinesh Kumar Lal, independent director of first applicant-company and second applicant-company failing him Smt. Mukeeta Jhaveri, independent director of the second-applicant company shall be the chairperson of the aforesaid meeting of the equity shareholders of the second applicant-company. 23. That the scrutinizer for the aforesaid meeting of equity shareholders of the second applicant-company shall be M/s. D. M. and Associates Company Secretaries LLP failing them M/s. SGGS and Associates, Company Secretaries, with remuneration fixed at Rs. 25,000. 24. The quorum for the aforesaid meeting of the equity shareholders of the second applicant-company shall be as prescribed under section 103 of the Companies Act, 2013. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum. 25. For the purpose of quorum valid proxies will be considered, if the proxy in the prescribed form, duly signed by the person signed by the persons entitled to attend and vote at the meeting is filed with the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , a notice convening the said meeting at the day, date and time aforesaid, together with a proxy form, copy of the scheme, a copy of the explanatory statement required to be sent under section 230(3) of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent by air mail/courier/registered post/hand delivery/speed post or through e-mail (to those secured creditors whose e-mail addresses are duly registered with the first applicant-company for the purpose of receiving such notices by e-mail), addressed to each of the secured creditors of the first applicant-company, at their last known address or e-mail addresses as per the records of the first applicant-company. 31. Notice of convening the meeting of the secured creditors of first applicant-company, indicating the day, date, and time aforesaid, shall be advertised once each in the Financial Express (Mumbai edition) and Marathi translation thereof in Navshakti (Mumbai edition) both having circulation in Mumbai, not less 30 days before the date fixed for the meeting. Considering the lockdown prevailing due to covid-19 pandemic, the first applicant-company will ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bt of the secured creditors shall be in accordance with the value recorded in the books of the first applicant-company as on June 30, 2021. For creditors where the entries in the books are disputed, the chairperson of the meeting shall determine the value for the purposes of the meeting and his/her decision in that behalf would be final. 38. The chairperson appointed for the aforesaid meeting of the secured creditor of the first applicant-company shall report to this Tribunal, the result of the aforesaid meetings within 30 (thirty) days of the conclusion of the aforesaid meeting, and the said report shall be verified by his affidavit as per rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 39. Counsel for the applicant-companies submits that as on June 30, 2021 the second applicant-company has 5 secured creditors, the value of such secured creditors being Rs. 125,33,26,261 and that a meeting of the secured creditors of the second applicant-company be convened and held at Old RAL Building, Ground Floor, Jekegram, Pokhran Road No. 1, Thane-400 606 on Monday, December 30, 2021 at 11.00 a.m. for the purpose of considering, and if thought fit, approvi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum. 45. For the purpose of quorum valid proxies will be considered, if the proxy in the prescribed form, duly signed by the person signed by the persons entitled to attend and vote at the meeting is filed with the registered office of the applicant-companies at least 48 hours before the meetings. That voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy is provided the prescribed form/authorization is filed with the second applicant-company at [email protected] ; with a copy to [email protected] no later than 48 hours before the start of the aforesaid meeting as required under rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 46. The chairperson appointed for the aforesaid meeting of the secured creditors of the second applicant-company shall have all powers as per the articles of association of the second applicant-company and also under the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the extent necessa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l to the scheme is dispensed with. The applicant-companies are directed to issue individual notices to all their unsecured creditors as on June 30, 2021 by air mail/courier/registered post/hand delivery/ speed post or through e-mail (to those unsecured creditors whose e-mail addresses are duly registered with the applicant-companies for the purpose of receiving such notices by e-mail), addressed to each of the unsecured creditors of the applicant-companies, at their last known address or e-mail addresses as per the records of the applicant-companies, as required under section 230(3) of the Companies Act, 2013, with a direction that they may submit their representations, if any, to the Tribunal within thirty days from the date of receipt of the said notice and copy of such representations shall simultaneously be served upon applicant-companies. 50. The applicant-companies, pursuant to section 230(5) of the Companies Act, 2013 read with rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, is directed to serve the notice of the meeting of its equity shareholders upon : (a) the Central Government of India (through the Regional Director, Western Region, Mi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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