TMI Blog2022 (1) TMI 361X X X X Extracts X X X X X X X X Extracts X X X X ..... tition has been filed in the first stage of application under section 230(1) read with section 232(1) of the Companies Act, 2013 ( Act ) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation of Ambition Towers Private Limited, Bahar Distributors Private Limited, Delight Management Private Limited, Pushpraj Mercantile Private Limited, being the Petitioner No. 1, 2, 3, 4 respectively ( Transferor Companies ), with Sri Venkatesh Iron Alloys (India) Limited, being the Petitioner No. 5 above named ( Transferee Company ) whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company, from the Appointed Date, viz. 1st April, 2020 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5. 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 order: (a) Meetings dispensed: Meetings of the Equity Shareholders of all the Applicant Companies and meetings of the Unsecured Creditors of the Applicant Company No. 1 to 4 are dispensed with under section 230(1) read with section 232(1) of the Act. (b) Meetings to be held Date and Times: i. The meeting of the secured creditors of the Applicant No. 5 being the Transferee Company shall be convened and held on 10.02.2022 via audio-visual mode at 11.00 AM for the purpose of considering, and, if thought fit, approving the said Scheme, wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (e) Individual Notices: At least 30 (thirty) clear days before the date of the meeting to be held, as aforesaid, notice convening the said meeting, 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 Companies Act, 2013, disclosing necessary details and the prescribed form of proxy, shall be sent to each of the secured and unsecured creditors of the Applicant No. 5 as per Rule 6 of the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016, by registered post or courier and email or through personal messenger at their respective or last known ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hour from the time appointed for the meeting, the Chairperson may adjourn such meeting to any date/time and take a decision on the quorum for the adjourned meeting. It is clarified that if the meeting is held in Virtual Mode, attendance of such persons in Virtual Mode shall be counted for the purpose of quorum. Attendance at such meeting shall be recorded in the minutes of the meeting. (i) Mode of Voting: Voting in the meetings held in Virtual Mode shall be by e-voting only. Further, facility for voting by postal ballot/remote e-voting shall also be provided during the period from 10.02.2022 (9:00 A.M.) to 11.02.2022 (5:00 P.M.). The facility for remote e-voting shall be disabled at 5:00 P.M. on {repeat above last date of voting perio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (m) That the Chairperson appointed for the said meeting or any person authorised by the Chairperson do issue and send the notices of the aforesaid meeting. Further, the Chairperson shall have all other powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 read with the other applicable rules and provisions in relation to conduct of the meeting held virtually through video conferencing or through other audio visual means, including for deciding procedural questions that may arise at the meeting or at any adjournment thereof, or any other matter relating to the meeting, including an amendment to the Scheme, if any proposed by any persons. (n) The resolution for approval of the Scheme of Arrangement put ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said meetings. 6. Notice under section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Applicants are registered; the Official Liquidator, High Court, Calcutta and the Income Tax Department having jurisdiction over the Applicants stating the PAN Numbers of the Applicants, by sending the same hand delivery through special messenger or by registered post and by email within two weeks from the date of receiving the order. The notice shall state that representation, if any, sh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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