TaxTMI 
TaxTMI 
2021 (7) TMI 356
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....tion/convening of the meetings of the Unsecured Creditors, Secured Creditors and Equity Shareholders of the Applicant Companies for the purpose of consideration of the Scheme of Arrangement in the nature of Amalgamation of M/s. EVER SHINE APPLIANCES PRIVATE LIMITED ("Transferor Company") with M/s. CRYSTAL INTERIOR PRODUCTS PRIVATE LIMITED ("Transferee Company") and their respective shareholders and creditors. 2. The registered office of the Applicant Companies is situated in the state of Gujarat, and hence, the Applicant Companies are under the Jurisdiction of National Company Law Tribunal, Bench at Ahmedabad. 3. The Applicant Companies are empowered by its Memorandum of Association to enter into Scheme of Arrangement. Copies of the M....
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.... 2013. 6. The Board of Directors of Applicant Transferee Company in the meeting held on 09.12.2020, passed a resolution approving the proposed Scheme. The Applicant Transferee Company has filed its audited balance sheet for the period ended on 31st March 2020 and un-audited Balance Sheet for the period ended 31.10.2020 as well a Certificate dated 05.12.2020 issued by Chartered Accountant, i.e. CA Hiral G Kikani, Proprietor of M/S HIRAL KIKANI & CO., Chartered Accountant, Surat certifying compliance with Section 133 of the Companies Act, 2013. 7. The Applicant Companies have submitted that no investigation or proceedings against the Applicant Companies under Section 210 to 226 of the Companies Act, 2013 are pending. 8. The Applicant....
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....er the books of account of the Applicant Transferor Company as on 31.01.2021, the Applicant Transferor company has about 68 (Sixty Eight) unsecured creditors. VI. It is stated that as per the books of account of the applicant Transferee Company as on 31.01.2021, the applicant transferee company has about 73 (Seventy Three) unsecured creditors. 10. The counsel of the applicant companies has appeared and prayed that the meetings of the shareholders and secured creditors of both the applicant companies may kindly be dispensed within the light of consent affidavits have been given by all the secured creditors and shareholders of the applicant companies, and further, prayed that this Tribunal may direct to hold and convene the meetin....
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....dient to convene meetings of Unsecured creditors of the applicant transferee company which shall be convened and held on the 22nd Day of July 2021 at 3.00 P.M. at the Registered office of the Company situated at Plot No. 41, Gidc, Ichhapore, Opp. ONGC, Sachin Hajira Road, Bhatpore, Surat - 394510, Gujarat India for the purpose of considering and, if thought fit, approving the proposed schemed of amalgamation with or without modification. The meeting should be physically conducted as well as through video conferencing or other Audio Visual means or other means as may be permitted under law. IV. In view of the recent circulars of the Ministry of Corporate Affairs; viz, Circular No. 14 of 2020 : dated 8th April 2020, Circular No. 17 o....
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....vening the said meeting, indicating the day, date, place, and time, as aforesaid, together with a copy of the scheme, a copy of the statement required to be furnished pursuant to Section 102 of the Act read with Section 230 to 232 and Rule 6 of the Companies (CAA) Rules, shall be sent to each of the Unsecured Creditors of the Applicant Companies at their respective registered or last known addresses either by Registered post or Speed Post, Airmail or E-mail or by Courier or by Hand Delivery. The Notices shall be sent to Unsecured Creditors of the Applicant Companies with reference to the list of the persons appearing on the record of the Applicant Companies as on 08.06.2021. VIII. Shri Safwan Kolsawala, Independent Practicing Chart....
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....permitted. However, voting through Authorized Representative is permitted. XIII. The quorum for the meeting of unsecured creditors of both the applicant companies shall be 5 present in person or by an authorized representative. Further, if a quorum is not present within half an hour from the time appointed for holding a meeting of the Applicant Companies, the present member shall be the quorum. XIV. The value of the Unsecured Creditors shall be in accordance with the records or registers of the Applicant Companies as on 08.06.2021 and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the number or value, as the case may be for the purpose of the meeting. XV. Th....