9911796707
TMI Blog2022 (5) TMI 23X X X X Extracts X X X X X X X X Extracts X X X X ..... the Applicant Companies submits that Transferor Co. 1 is engaged in development, operation, maintenance and consultancy services related to road projects. Transferor Co. 2 is engaged in Operation and Maintenance of solar projects. Transferor Co. 3 is engaged in infrastructure which includes Construction, Development, Maintenance of roads, warehouses, apartments etc. Transferee Company is engaged in investing by way of acquisition (purchase, subscription, tender or otherwise) of shares and other securities and providing long term finance, in trading, civil projects, operation of power plant. 4. The respective Board of Directors of the Applicant Companies have approved the Scheme in their meetings held on 21.12.2021. The Appointed Date fixed under the Scheme is 1st April 2021. 5. It is submitted that First, Second and Third Transferor Companies are wholly owned subsidiaries of Transferee Company. The rationale for amalgamation is as under: i. Enable the Transferee Company to integrate its business operations. The consolidation of the activities will provide seamless access to the assets (including intangible assets, licenses and intellectual properties) of the Transferor Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e(5) Equity Shareholders (including four(4) nominee shareholders) in the First Applicant Co. and that the First Applicant Co. having procured the written consent affidavit from its Holding Company (i.e. the Fourth Applicant Co). In view of the above, the First Applicant Co. seeks for direction from this Hon'ble Tribunal to dispense with holding of meeting of the Equity Shareholders (pages 526-530 of the Application). 8. The Authorized Representative for the Applicant Companies submits that the meeting of the Equity Shareholders of the Second Applicant Co. be dispensed in view of the Consent Affidavit given by the equity shareholders of Second Applicant Co. in support of Company Scheme Application, inter-alia, stating therein that there are two(2) Equity Shareholders (including one nominee shareholders) in the Second Applicant Co. and that the Second Applicant Co. having procured the written consent affidavit from its Holding Company (i.e. the Fourth Applicant Co). In view of the above, the Second Applicant Co. seeks for direction from this Tribunal to dispense with holding of meeting of the Equity Shareholders (pages 531-534). 9. It is submitted that the meeting of the Equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in asset cover provided to the secured creditors who will continue to hold charge over the respective assets post sanctioning of the Scheme. The secured creditors of the Transferee Co. are also not likely to be affected by the approval of the Scheme since there will be no reduction in claims of the secured creditors of the Transferee Co. Pursuant to the Scheme, all assets and liabilities of the Transferor Co. 1, the Transferor Company 2 and the Transferor Co. 3 would be transferred to the Transferee Co. Post amalgamation, the assets of the Transferee Company will be more than enough to discharge claims of the Secured Creditors of the Transferee Company. The Net-worth of the Transferee Company is significantly positive and there would not be any material adverse impact on the financial position, post amalgamation of the Transferor Companies. The net-worth certificate of the Transferee Co. 4 is given on pages 596-597 to the Application. Therefore, the Transferee Company seeks for direction from this Tribunal to dispense with holding of meeting of the Secured Creditors of the Transferee Company. 14. The Authorized Representative of the Applicant Companies submits that the meeting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is passed. ORDER The Application be and the same is allowed. (a) The meetings of the following are dispensed with: (i) The Equity Shareholders of the Transferor Co. 1; (ii) The Equity Shareholders of the Transferor Co. 2; (iii) The Equity Shareholders of the Transferor Co. 3; (iv) The Equity Shareholders of the Transferee Co.; (v) The Preference Shareholder of Transferor Co. 1; (vi) The Preference Shareholder of Transferee Co (vii) The Secured Creditors of the Transferee Co.; (viii) The meetings of the Unsecured Creditors of the Transferor Co. 1, Transferor Co. 2, Transferor Co. 3 and Transferee Co. (b) The Applicant Companies shall send individual notices to all its Secured & Unsecured Creditors, enclosing a copy of the Scheme, by courier/registered post/speed post/hand delivery or through email, at their last known address or email address as per the records available with the Applicant Companies, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such intimation to the Tribunal with copy of such representations simultaneously to be served upon the Applicant Companies, failing whic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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