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TMI Blog2021 (12) TMI 1104X X X X Extracts X X X X X X X X Extracts X X X X ..... hth Transferor Company') and Patel Hydro Power Private Limited ('Ninth Transferor Company') and Zeus Minerals Trading Private Limited ('Tenth Transferor Company') and Patel Concrete & Quarries Private Limited ('Eleventh Transferor Company') and Patel Lands Limited ('Twelfth Transferor Company') and Patel Engineers Private Limited ('Thirteenth Transferor Company') and Phedra Projects Private Limited ('Fourteenth Transferor Company'), with its holding company namely Patel Engineering Limited ('Transferee Company') and their respective Shareholders ('the Scheme' or 'this Scheme'), under the provisions of Sections 230 to 232 of the Companies Act, 2013. 3. This is scheme of Merger of 14 Transferor Companies with the Patel Engineering Limited i.e. the Transferee Company. Out of the 14 Transferor Companies, from First Transferor Company to Eighth Transferor Company are having their respective Registered offices within the Jurisdiction of NCLT Hyderabad and accordingly filed similar Application with NCLT Hyderabad. The Ninth Transferor Company to Fourteenth Transferor Company and the Transferee Company are registe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... farm houses, flats, shops, commercial premises, godowns, and any rights, privileges, interests therein and to develop, construct the same. Phedra Projects Private Limited The main object of Sixth Applicant Company is to engage in the business of infrastructure development activities such as build, develop, construct, alter, acquire, convert, improve, design, erect, establish, equip, dismantle, pull down, turn to account, decorate, repair, operate, maintain, reconstruct, renovate, remodel, rebuild, and to undertake turnkey project of building road, bridges, infrastructure, buildings, factories, structures, dams, railways, drainage, sewage works, water distribution & lifteration system, docks, flyovers, hospital, housing projects, power supply work, and other infrastructure related work either own or BOT (Built, Operate & transfer) or other basis, and to act as contractors, engineers, consultant, adviser in that connection. Patel Engineering Limited The Seventh Applicant Company is engaged in the business of Constructions Engineers and Contractors and to buy and sell land, buildings, estates and immoveable property of any tenure or description. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Unsecured Creditors constituting more than 90% in value of the said Applicant Companies which are annexed as Annexure - L4, M4, N4, O4, P4 and Q4 respectively to the Company Application. In view of the fact that Unsecured Creditors constituting over 90% in value of the Unsecured Creditors have given their consent to the proposed Scheme, the meeting of the Unsecured Creditors of the First Applicant Company, the Second Applicant Company, the Third Applicant Company, the Fourth Applicant Company, the Fifth Applicant Company and the Sixth Applicant Company for the purpose of considering and, if thought fit, approving the proposed Scheme with or without modification(s) is hereby dispensed with. 10. That the meeting of the 1 (One) Debenture Holder of the Sixth Applicant Company be dispensed in support of Company Application, inter-alia stating therein that there is sole Debenture Holder in the Sixth Applicant Company and that the Sixth Applicant Company having procured the written consent affidavit from the sole Debenture Holder in the Sixth Applicant Company which is annexed as Annexure - Q6 to the Company Application. In view of the fact that the Debenture Holder of the Sixth App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited, in CSA No. 1611 of 2019 in CEAT Specialty Tyres Limited, in CSA No. 3123 of 2019 in JAI Corp Limited, in CSA No. 4149 of 2019 in Godrej Properties Limited, and in CSA No. 634 of 2020 in Asian Paints Limited. The Counsel for the Transferee Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders, creditors or debenture holders of the Transferee Company is required to be convened. 13. The Counsel for the Transferee Company further submits that the meeting of Secured Creditors in the Transferee Company be dispensed in support of Company's Further Affidavit, inter-alia stating therein that there are 22 (Twenty Two) Secured Creditors of INR 1881.81 crores in the Transferee Company and that the Transferee Company has procured the written consent from all the Secured Creditors in the Transferee Company, copies of which are annexed as Annexure - 'B1-B22' to the Further Affidavit filed on July 21, 2021. In view of the fact that all the Secured Creditors of the Transferee Company have given their consent, the meeting of the Secured Creditors of the Transferee Company is hereby dispensed with. 14. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appointed to assist the Official Liquidator to scrutinize the books of accounts of all the said Transferor Companies for the last 5 years and submit its representation/report to the Tribunal. The aforesaid Companies to pay fees total of INR 2,00,000/- to be shared equally by Transferor Companies for this purpose. If no representation/response is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Order 17. The Transferee Company has already submitted the Consent Affidavits from its 22 Secured Creditors having an outstanding of Rs. 1,881.81 crore vide its Additional Affidavit dated 21.07.2021. The Sixth Transferor Company has also submitted the consent of Debenture Holder along with the Application. 18. Following are the list of Secured Creditors of the Seventh Applicant Company/Transferee Company: 19. This Bench has considered the submissions made by the Learned Counsel for the Applicant Companies with respect to h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... each of the shareholders, at their last known e-mail addresses as per the records of the Transferee Company. 23. At least 30 (thirty) days before the aforesaid meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid, an advertisement of notice convening the said meeting, indicating the day, date and time aforesaid be published once each in 'Business Standard' in English and 'Navshakti' in Marathi, both circulated at Mumbai, and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the Transferee Company. 24. Keeping in view of the fact and circumstances of the case, as 14 Transferor Companies are transferring into the Transferee Company and in the interest of the creditors of the Applicant Companies, this Bench directs the Transferee Company to issue Notice of Scheme to all its Unsecured Creditors by Registered Post-AD/Speed Post and by E-mail whose Email IDs are available with the Company and file Consent Affidavits of the Unsecured Creditors at least of the value of 90% at the time of filing of Company Petition. 25 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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