TaxTMI 
TaxTMI 
2021 (6) TMI 1014
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....ions with regard to dispensation of meetings of shareholders and unsecured creditors of all the applicants and convening meeting of secured creditors of Applicant no. 4, in connection with Composite Scheme of Arrangement amongst Flurys Swiss Confectionery Private Limited, being the Applicant No. 1, above named ("Demerged Company" or "Transferor Company No. 1 " or "Applicant No. 1"), Fusion Beverages Private Limited, being the Applicant No. 2, above named ("Transferor Company 2" or "Applicant No. 2"), Great Eastern Stores Private Limited, being the Applicant No. 3, above named ("Resulting Company" or Applicant No. 3") and Apeejay Tea Limited, being the Applicant No. 4, above named ("Transferee Company" or "Applicant No. 4") whereby and where....
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....t No. 4 are not listed. Further, the Applicant(s) have the following classes of shareholders and creditors: (a) Applicant No. 1: Equity Shareholders and Unsecured Creditors (b) Applicant No. 2: Equity Shareholders and Unsecured Creditors (c) Applicant No. 3: Equity Shareholders and NIL Creditors (d) Applicant No. 4: Equity Shareholders, Secured Creditors and Unsecured Creditors 4. It is further submitted that all Equity Shareholders and over 90% in value of Unsecured Creditors of the Applicant No. 1, all Equity Shareholders and over 90% in value of Unsecured Creditors of the Applicant No. 2, all Equity Shareholders of the Applicant No. 3 and all Equity Shareholders and over 90% in value of Unsecured Cr....
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....in accordance with the framework provided therefor in the Ministry of Corporate Affairs General Circular No. 14/2020 dated 8th April, 2020, as clarified/extended from time to time, including by General Circulars bearing No. 17/2020 dated 13th April, 2020, No. 22/2020 dated 15th June, 2020, No. 33/2020 dated 28th September, 2020 and No. 39/2020 dated 31st December, 2020 ("Virtual Meeting Circulars"). (d) Advertisement: At least 30 (thirty) clear days before the meeting to be held, as aforesaid, an advertisement of the notice of meeting be published once each in the "Financial Express" in English and "Aajkaal", translated in Bengali as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (e)....
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....d for the purpose of quorum. Attendance at such meeting shall be recorded in the minutes of the meeting, instead of taking physical attendance slips. In the event, no quorum is present within 30 minutes from the commencement of virtual meeting, then in such event the creditors present shall constitute quorum and the Chairperson shall proceed with the meeting. It is, however, provided that in the event the quorum of the meeting as aforesaid is not available at the scheduled date and time, the Chairperson may adjourn the meeting to the same day in the next week at the same time. (i) Mode of Voting: Voting in the meetings held in Virtual Mode, shall be by e-voting only. Facility for voting by remote e-voting shall also be pro....
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....e entitled to vote again at such meeting. (m) Authorization: If a body corporate choose to vote by remote e-voting or by e-voting at the meeting held in Virtual Mode, a scanned copy of such letter authorizing him/her to attend or vote for such resolution shall be duly sent by email to the Scrutinizer or the Chairperson. The Chairperson/Scrutinizer appointed for the meeting and/or, the Company is directed to accept such email in this regard. (n) That the Chairperson appointed for the said meeting or any person authorized by the Chairperson do issue and send the notices of the aforesaid meeting. (o) The votes cast shall be scrutinized by the Scrutinizer. Votes cast in all the modes shall be consolidated. The Scrutin....
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....ffidavit. 7. 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 Applicant(s) are registered; Official Liquidator, and Income Tax Department having jurisdiction over the Applicant(s); by sending the same by hand delivery through special messenger or by post or by email forthwith after the notices are sent to the shareholders and creditors, as aforesaid. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 day....