TMI Blog2022 (5) TMI 876X X X X Extracts X X X X X X X X Extracts X X X X ..... For the Appellant : Sandeep Singhi, Adv ORDER 1. The present joint Company Application is filed by M/s. Raj Ratna Infrastructure Private Limited ( Applicant Company 1 ) and M/s. Madhukamal Infrastructure Private Limited ( Applicant Company 2 ) (collectively referred to as the Applicant Companies ) for the arrangement embodied in the Proposed Scheme of Amalgamation of the Applicant Company 1 with the Applicant Company 2, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (hereinafter referred to as the Act ) and other applicable provisions of the Act and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as 'the Rules'). 2. Affidavits in su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nfra Private Limited, under the provisions of the Companies Act, 2013 having CIN: U45200GJ2015PTC082484 with Registrar of Companies, Gujarat. Its name was changed to M/s. Madhukamal Infrastructure Private Limited on 29.06.2020. The registered office of the company is situated at Ganesh Corporate House, 100 ft. Hebatpura - Thaltej Road, Near Sola Bridge, Off S.G. Highway, Ahmedabad - 380054, Gujarat, India. The Authorized Share Capital of the Resulting Company is Rs. 1,50,000/- which is divided into 15,000 Equity shares of Rs. 10/- each. The issued subscribed and paid-up share capital of the company is Rs. 1,50,000/- which is divided into 15,000 Equity shares of Rs. 10/- each. Applicant Company 2 is engaged in the business of real estate dev ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Competition Commission of India and Reserve Bank of India, in view of the facts of the present case. Further, the Companies are not listed on any stock exchanges therefore the notice is not required to be issued to (i) the SEBI, (ii) BSE Limited and (iii) the National Stock Exchange of India. 10. With respect to the Applicant Company No. 1, it is stated that: a. There are 2 (two) equity shareholders and the certificate issued by the Chartered Accountant certifying the list of shareholders is annexed. Both equity shareholders have given their consent affidavits for the proposed scheme of Amalgamation which are annexed with the application. Hence, the company is seeking dispensation for holding/convening the meeting of equity sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d the certificate from the Chartered Accountant certifying the list of the unsecured creditors is given. Hence, Applicant company 2 is seeking direction for holding/convening the meetings of Unsecured Creditors. 12. Taking into consideration the submissions and documents on record, we issue the following directions: (i) In relation to the Applicant Company No. 1: (a) Convening the meeting of Equity Shareholders is hereby dispensed with in view of the consent affidavits of 100% members, placed on record. (b) Convening the meetings of secured creditors is obviated as there are no secured creditors in the Company. (c) Convening the meeting of the Unsecured Creditors is hereby dispensed with in view of the consent affidav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also indicate that the statement required to be furnished pursuant to Section 102 of the Act read with Section 230-232 of the Act, can be obtained free of charge at the registered office of the Applicant Company 2 or at the office of its Advocates, i.e. M/s. Singhi Co., Singhi House, 1, Magnet Corporate Park, Near Sola Flyover, S.G. Highway, Ahmedabad-380 059 in accordance with the second proviso to sub-section (3) of Section 230 of the Act and Rule 7 of the Rules. 14. In addition, at least one month before the date of the aforesaid meeting of the sole secured debenture holder and unsecured creditors, a notice convening the said meeting, indicating the day, the date and time aforesaid, instruction with regard to remote e-voting/e-voti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Circular No. 14/2020 dated 08.04.2020 of Ministry of Corporate Affairs. 18. The number and value of the vote or the value of debt of the Secured/Unsecured Creditors of the Applicant Company 2, as the case may be, shall be as per the entries in the books of accounts of the companies for the Secured/Unsecured Creditors; and where the entries in the records are disputed, the Chairman of the meetings shall determine the value for the purposes of the meetings. 19. The Chairperson shall file an affidavit not less than seven (7) days before the date fixed for the holding of the meetings and report to this Tribunal that the directions regarding the issue of notices and the advertisement of the meetings have been duly complied with as per Rule ..... X X X X Extracts X X X X X X X X Extracts X X X X
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