TaxTMI 
TaxTMI 
2022 (6) TMI 1532
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....territorial jurisdiction of Registrar of Companies, Ahmedabad, Gujarat, which is falling under the jurisdiction of this Tribunal. 3. The Demerging Company was incorporated with the name of Gujarat Heavy Chemicals Limited as a Public Limited Company on 14.10.1983 under the provisions of Companies Act, 1956 with the office of the Registrar of Companies, Gujarat. The name of the Demerging Company was changed to GHCL Limited vide certificate dated 21.11.2003. The Registered office of the Demerging Company is situated at GHCL House, Opposite Punjabi Hall, Navrangpura, Ahmedabad-380009. The Authorised Share Capital of the Demerging Company is Rs. 1,75,00,00,000/- which is divided into 17,50,00,000 Equity shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital is Rs. 95,35,07,860/- which is divided into 9,53,50,786 equity shares of Rs. 10/- each. 4. It is submitted that the Resulting Company was incorporated as GHCL Textiles Limited on 17.06.2020 under the provisions of Companies Act, 2013 with the Registrar of Companies, Gujarat. The registered office of the Resulting Company is situated at GHCL House, Opposite Punjabi Hall, Navrangpura, Ahmedabad-380009. The Autho....
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....eir respective Observation letters dated 3rd March 2022 and Competition Commission of India vide its order dated 24th March 2022 approved the proposed Scheme of Arrangement, the said approval letters are placed on record. 10. The report confirming the proposed Entitlement Ratio of Equity Shares certified by Registered Valuer dated 06.12.2021 is filed. The Fairness Opinion in form of a certificate issued by a SEBI registered Category-I Merchant Banker dated 06.12.2021 is also filed. Both the certificates are placed on record. 11. Both the Applicant Companies provided the certificate from Statutory Auditors certifying that the proposed Accounting Treatment is in conformity with the applicable Accounting Standards under section 133 of the Companies Act, 2013. 12. It is submitted that there are no proceedings or investigations pending against any of the Applicant Companies under sections 210-217, 219, 220, 223-227 of the Companies Act, 2013 and/or Sections 235 to 251 of the Companies Act, 1956. There are no winding petitions pending against any of the Applicant Companies. There are no pending proceedings against either of the Applicant Companies under the IBC, 2016. 13. It ....
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....nsecured Creditors is annexed with the application. Therefore, no meeting of Unsecured Creditors is required to be convened. 16. Taking into consideration the submissions and the documents filed therewith, we issue the following directions with respect to holding and convening or dispensing the meeting of the Equity Shareholder, Secured/Unsecured Creditors as well as issue of notices including by way of paper publication as follows: i) In relation to the De-merging Company: a. With respect to Equity Shareholders: The meeting of the Equity Shareholders of Company shall be convened on 04.08.2022 at 09:30 AM, for the purpose of considering and, if thought fit, approving the proposed Scheme of Amalgamation, with or without modifications through video conferencing or other audio visual means as requested. b. With respect to Secured Creditors: Convening of the meeting of Secured Creditors of the company is hereby dispensed with, in view of 100% consent received by way of affidavits from Secured Creditors. c. With respect to Unsecured Creditors: The meeting of the unsecured creditors of Company shall be convened on 04.08.20....
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....t the copy of "Scheme" and statement required to be furnished pursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act can be obtained free of charge at the Registered Office of the Applicant De-merging Company or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. 19. The Applicant Demerging Company being a listed public limited company, is governed by the SEBI circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and in view of Sections 230(4) of the Act as well as Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations)) Rules, 2016 and SEBI (Listing and Disclosure Requirements Regulations) 2015; it is required to provide facility for remote e voting to the shareholders. Hence, in view of the above directions for conducting the meeting through video conferencing, the Applicant Demerging Company is directed to carry out voting through (i) remote e voting as well as (ii) e voting at the time of meeting for all the Equity Shareholder....
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....ual means, the voting through Proxy shall not be permitted. However, voting through Authorized Representative is permitted. 28. The number and value of the vote of each Equity Shareholders, or the value of debt of the Unsecured Creditors of the Company, as the case may be, shall be in accordance with the register or records of the Applicant Company for Equity Shareholders and as per the entries in the books of accounts of the companies for the 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. 29. In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, the Applicant Companies shall send a Notice of meeting in Form No. CAA 3 with a copy of the Scheme of Arrangement, the Explanatory Statement and the disclosures mentioned under Rule 6 to (1) Central Government through the Regional Director, North Western Region, (2) the Registrar of Companies, Gujarat; and (3) to the Income Tax Department along with full details of assessing officer and PAN numbers of all the applicant companies with the copy also to the Chief Commissioner of ....