TaxTMI 
TaxTMI 
TaxTMI 
2022 (6) TMI 1532
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 Authorised Share Capital of the Resulting Company ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 has been further submitted that the Applicant Demerging Company....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 04.08.2022 at 02:30 PM, for the purpose of considering and, if thought fit, approving the proposed Scheme of Amalgamation, with or without modifications through video c....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 Shareholders. The Applicant Company shall carry out voting for meetings of Unsecured Creditors also by (i) remote e voting as well as (ii) e voting at the time of meeting. 20. Exemption/Dispensation is hereby granted from sen....