2020 (12) TMI 1243

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....reconvening and holding of the meetings of Equity Shareholders and Unsecured Creditors of the Applicants, under Section 230(1) read with Section 232(1) of the Companies Act, 2013 which had to be postponed due to the pandemic. The said meetings were to be held for the purpose of the said shareholders and creditors considering the Scheme of Amalgamation of the Applicant No.1, namely Aditya Marketing & Manufacturing Private Limited ("Transferor Company") with the Applicant No.2, namely Umang Commercial Company Private Limited ("Transferee Company"). 2. Counsel for the Applicants submits as follows: - (a) Pursuant to resolutions passed by the Board of Directors of the Applicant Companies at their respective meetings held on 23rd Jan....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ead with Section 232(2) of the Companies Act, 2013 along with all accompanying documents, including the Scheme of Amalgamation; forms of proxy and attendance slip were duly sent to each of the said Equity Shareholders and Unsecured Creditors of the Applicant Company Nos.1 and 2. Notice convening separate meetings of the Equity Shareholders and Unsecured Creditors of the Applicants abovenamed were also published once in "Financial Express" in English and once in "Aajkal" in Bengali in their respective issues dated 28th February 2020. Pursuant to Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and in compliance with the order dated 7th February, 2020 of this H....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... the documents and records in the instant proceedings, I allow the application. The earlier order dated 7th February, 2020 passed in Company Application (CAA) No.170 of 2020 is modified as under:- (a) Separate meetings of the Equity Shareholders and Unsecured Creditors of Aditya Marketing & Manufacturing Private Limited, Applicant No.1 ("Transferor Company") and Umang Commercial Company Private Limited, Applicant No.2 ("Transferee Company") shall be reconvened and held on Wednesday, 17th February, 2021 at 'Emerald House', 1B, Old Post Office Street, Kolkata 700 001 for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of the Transferor Company with the Transferee Com....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....n addresses. (d) The cut-off date for determining the eligibility and value of the Unsecured Creditors of the Applicant Companies to vote shall be 10th February, 2021. The votes cast shall be reckoned and scrutinized for all modes with reference to the said dates respectively. (e) 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; the Registrar of Companies, West Bengal; Reserve Bank of India, Kolkata; and Income Tax Department having jurisdiction over the Applicants and other s....