Mohd Sharief Tariq, Member - (1.) Under consideration are three Application Nos. CA/201/CAA/CB/2017, CA/202/CAA/CB/2017, CA/203/CAA/CB/2017 filed under Sections 230 to 232 of the Companies Act, 2013. Since all the three Applications are with regard to the single Scheme of Arrangement and Amalgamation (hereinafter referred to as 'Scheme') , they are taken together to pass a common order. At the outset, it may be mentioned that in CA/201/CAA/CB/2017, the reliefs have also been sought in relation to the Indirect Applicant Companies 1 to 4 on the basis that the 1st Scheme which is under consideration before the other Bench of NCLT, Chennai will have bearing on the present Scheme, as the effectiveness of the present Scheme is condition precedent upon the effectiveness of the earlier Scheme. , Therefore, the reliefs sought for the indirect Companies are also granted. The detail of which is as follows:
(2.) Ca/201/Caa/Cb/2017 I Odisha Cement Limited (Applicant /Amalgamated Company) i. In relation to the Applicant/Amalgamated Company viz., M/s. Odisha Cement Limited, there are 7 equity shareholders. The consent affidavits given by all the 7 equity shareholders are placed at pages 603 to 620 of the typed set filed with the Application, wherein it has been deposed by the equity shareholders that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting. In the light of the Affidavits placed on record, the requirement under law has been fulfilled. Therefore, it is hereby ordered to dispense with the meeting of the equity shareholders of the Amalgamated Company. ii) The Applicant (Amalgamated) Company has neither secured creditor nor unsecured creditors. The certificate of the Chartered Accountant to that effect, is placed at page 628 of the typed set filed with the Application. II M/s. OCL India Limited -(Indirect Applicant Company No.1) In relation to the Equity Shareholders' Meeting i. For the Indirect Applicant Company No.l viz. M/s. OCL India Limited, the list of equity shareholders has not been furnished by the Counsel for the Applicant(s) . However, the number of equity shareholders shall be taken as per the entries made in the Register of Members maintained by the Applicant Company. It is hereby ordered for convening, holding and conducting of the meeting of the equity shareholders. The meeting will be held on 24.01.2018 at 11.00 a.m. in the Company premises at Rajgangpur - 770017, District Sundargarh, Odisha. ii. Mr. Ganesh Jirkuntwar (Executive Director, Manufacturing Plant Head) , alternatively, Mr. Ashwini Dalmia (Deputy Executive Director, Finance and Accounts) is appointed as Chairman for the meeting of the equity shareholders of the Indirect Applicant Company No.l. The quorum will be 30 equity shareholders present in person or by proxy. In case there is no quorum at the designated time of the meeting, then the meeting shall be adjourned by half an hour, and thereafter, the persons present for voting shall be deemed to constitute the quorum. The voting by the proxy shall be permitted provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting. Notice for the meeting shall be sent by the Chairman of the meeting by registered post or speed post or courier or e-mail or hand delivery at the last known addresses of the equity shareholders at least one month before the date fixed for the meeting. The person who receives the notice within one month from the date of receipt of notice can vote in the meeting either in person or through proxy. In case there are more than 1000 equity shareholders in the Indirect Applicant Company No.l, then, the voting can be through postal ballot or through electronic means or the mode mentioned in the notice of the meeting to the adoption of the Scheme. In relation to the voting through electronic means, Rule 20 of the Companies (Management and Administrative) Rules, 2014 shall be followed. iii. The Chairman is directed to ensure the availability of all the necessary facilities for the purpose of voting in the meeting so that the proceedings of the meeting may take place in a just, free and fair manner and to the extent possible in conformity with the Secretarial standard on general meetings issued under Section 118 (10) of the Companies Act, 2013. In relation to the Secured Creditors' Meeting i. There are 13 secured creditors in the Indirect Applicant Company No.l. The certificate of Chartered Accountant to that effect is placed at pages 629 and 630 of the typed set filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of secured creditors on 24.01.2018 at 3.00 p.m. in the company premises at Dalmiapuram, Tiruchirapalli District, Tamil Nadu - 621 651. ii. Mr. N. Gopalaswamy , (Director of DCBL, a group company) , alternatively, Mr. R. A. Krishnakumar (Plant head of DCBL, a group company) is appointed as Chairman for the meeting of the secured creditors. The quorum is fixed for meeting at 3 and constituting 25% or more of the secured credit. In case the quorum is not there at the designated time, when the meeting is called, then, the meeting shall be adjourned by half an hour, and thereafter, the person present for voting shall be deemed to constitute the quorum. iii. The notice of the meeting of secured creditors shall be issued at least not less than 30 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the creditors is available with the Indirect Applicant Company No.1. iv. The Indirect Applicant Company No.1 is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to the secured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting. The Chairman shall file the report of the meeting of the secured creditors within one week after conducting the meeting before this Bench. In relation to the Unsecured Creditors' Meeting i. There are 1865 unsecured creditors in the Indirect Applicant Company No.l. The certificate of the Chartered Accountant to that effect is placed at pages 631 to 796 of the typed set filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of unsecured creditors on 24.01.2018 at 12.00 noon, in the company premises at the Rajagangpur- 770017, District, Sundargarh, Odisha. ii. Mr. Ganesh Jirkuntwar, (Executive Director, Manufacturing Plant Head) , alternatively, Mr. Ashwini Dalmia, (Deputy Executive Director, Finance and Accounts) is appointed as Chairman for the meeting of the unsecured creditors. The quorum for meeting is fixed at 10 and constituting 25% or more of the total unsecured credit. In case the quorum is not there at the designated time, when the meeting is called, then, the meeting shall be adjourned by half an hour, and thereafter, the person present for voting shall be deemed to constitute the quorum. iii. The individual notice of the meeting of unsecured creditors, whose credit value is Rs.2 Lakhs and above, shall be issued at least not less than 30 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the creditors is available with the Indirect Applicant Company No.l. In case, it is found that there are more than 1000 unsecured creditors, whose credit value is Rs.2 Lakhs and above in the Indirect Applicant Company No.l, then, voting can be done through postal ballot or through electronic means or the mode mentioned in the notice of the meeting to the adoption of the Scheme. In relation to the voting through electronic means, Rule 20 of the Companies (Management and Administrative) Rules, 2014 shall be followed. iv. The Indirect Applicant Company No.l is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to unsecured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the report of the meeting of unsecured creditors before this Bench. III M/s. Dalmia Cement East Limited (Indirect Applicant Company No.2) In relation to the shareholders' meeting i. The indirect Applicant Company No. 2 viz., M/s. Dalmia Cement East Limited has 7 equity shareholders. The list of shareholders is placed at page 797 of the typed set filed with the Application. Out of seven equity shareholders, five equity shareholders have given the consent affidavits which are placed at pages 798 to 807 of the typed set filed with the Application, wherein it has been deposed by the equity shareholders that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting. However, it is stated that the remaining two shareholders have expired and have no known representatives. In the light of the Affidavits placed on record, the requirement under law has been fulfilled. Therefore, it is hereby ordered to dispense with the meeting of the equity shareholders of the Indirect Applicant Company No.2. In relation to the Secured Creditors' Meeting i. There are 2 secured creditors in the Indirect Applicant Company. The certificate issued by the Chartered Accountant to that effect and the list of secured creditors are placed at pages 811 and 812 of the typed set filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of secured creditors on 24.01.2018 at 3.30 p.m. in the company premises at Dalmiapuram, Tiruchirapalli District, Tamil Nadu- 621 651. ii. Mr. N. Gopalaswamy , (Director of DCBL, a group company) , alternatively, Mr. R. A. Krishnakumar (Plant Head of DCBL, a group company) is appointed as Chairman for the meeting of the secured creditors. The quorum is fixed for meeting at 2 and constituting 25% or more of the secured credit. In case the quorum is not there at the designated time, when the meeting is called, then, the meeting shall be adjourned by half an hour, and thereafter, the person present for voting shall be deemed to constitute the quorum. iii. The notice of the meeting of secured creditors shall be issued at least not less than 30 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, , provided the e-mail address of the creditors is available with the Indirect Applicant Company No.2. iv. The Indirect Applicant Company No.2 is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to the secured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting. The Chairman shall file the report of the meeting of the secured creditors within one week after conducting the meeting before this Bench. In relation to the Unsecured Creditors' Meeting i. The Indirect Applicant Company No.2 has 2906 unsecured creditors. The certificate issued by the Chartered Accountant to that effect is placed at page 811 and the list of unsecured creditors is placed at pages 813 to 882 of the typed set filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of unsecured creditors on 24.01.2018 at 11.00 a.m., in the company premises at the Bakaro Industrial Area, Balidih, Bokaro Steel City - 827014, Jharkhand. ii. Mr. Mukesh Jumar Garg, (Plant Head) , alternatively, Ms. Sitakanta Prusty, (Plant Finance Head) is appointed as Chairman for the meeting of the unsecured creditors. The quorum for meeting is fixed at 10 and constituting 25% or more of the total unsecured credit. In case the quorum is not there at the designated time, when the meeting is called, then, the meeting shall be adjourned by half an hour, and thereafter, the person present for voting shall be deemed to constitute the quorum. iii. Individual notice of the meeting of unsecured creditors, whose credit value is Rs.2 Lakhs and above, shall be issued at least not less than 30 days prior to^ the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the creditors is available with the Indirect Applicant Company No.2. In case, it is found that there are more than 1000 unsecured creditors, whose credit value is Rs.2 Lakhs and above in the Indirect Applicant Company No.2, then, voting can be done through postal ballot or through electronic means or the mode mentioned in the notice of the meeting to the adoption of the Scheme. In relation to the voting through electronic means, Rule 20 of the Companies (Management and Administrative) Rules, 2014 shall be followed. iv. The Indirect Applicant Company No.2 is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to unsecured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the^ proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the report of the meeting of unsecured creditors before this Bench. IV M/s. Shrirangam Securities & Holdings Limited-(Indirect Applicant Company No.3) In relation to the Equity Shareholders, Meeting i. The Indirect Applicant Company No.3, viz., M/s. Shrirangam Securities & Holdings Limited has 7 equity shareholders. The list of equity shareholders is placed at page 883 of the typed set field with the Application. Out of 7 equity shareholder, 5 equity shareholders have given the consent affidavits which are placed at pages 884 to 893 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. However, it is stated that the remaining two shareholders are reported to have expired and have .. no known representatives. Therefore, it is ordered to dispense with the meeting of the equity shareholders of the Indirect Applicant Company No.3. ii. There is no secured creditor in relation to the Indirect Applicant Company No.3. The certificate issued by the Charted Accountant to that effect is placed at page 894 of the typed set filed with the Application. iii. As regards the unsecured creditors, there are 2 unsecured creditors in the Indirect Applicant Company No.3. The certificate issued by the Chartered Accountant to that effect and the list of unsecured creditors are placed at page 894 and 893 of the typed set filed with the Application. The consent affidavits of the unsecured creditors are placed at pages 896 to 899 of the typed set filed with the Application. Therefore, it is ordered to dispense with the meeting of the unsecured creditors of the Indirect Applicant Company No.3, under clause (9) of Section 230 of the Companies Act, 2013 V. M/s. Dalmia Bharat Cements Holdings Limited-(Indirect Applicant Company No.4) In relation to the Equity Shareholders' Meeting i. The Indirect Applicant Company No.4 viz., M/s. Dalmia Bharat Cements Holdings Limited, has 7 equity shareholders. The list of shareholders is placed at page 900 of the typed set filed with the Application. Out of 7 equity shareholder, 5 equity shareholders have given the consent affidavits which are placed at pages 901 to 910 of the types set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. However, it is stated that the remaining two shareholders are reported to have been expired and have no known representatives. Therefore, it is ordered to dispense with the meeting of the equity shareholders of the Indirect Applicant Company No.4. ii. There is no secured creditor in relation to the Indirect Applicant Company No.4. The certificate issuecL, by the Charted Accountant to that effect is placed at page 911 of the typed set filed with the Application. iii. There are 2 unsecured creditors in the Indirect Applicant Company No.4. The certificate issued by the Chartered Accountant to that effect and list of unsecured creditors are placed at pages 911 and 912 of the typed set filed with the Application. The consent affidavits of the unsecured creditors are placed at pages 913 to 916 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of unsecured creditors. Therefore, it is ordered to dispense with the meeting of the unsecured creditors of the Indirect Applicant Company No.4 under clause (9) of Section 230 of the Companies Act, 2013.
(3.) Ca/202/Caa/2017 M/s. Dalmia Bharat Limited - Amalgamating Company In relation to the Equity Shareholders' Meeting i. The Amalgamating Company viz. M/s. Dalmia Bharat Limited has 19,209 shareholders. The list of equity shareholders has been placed at pages 458 to 463 of the typed filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of the equity shareholders. The meeting shall be held on 24.01.2018 at 11.00 a.m. in the Company premises at Dalmiapuram, Tiruchirapalli District, Tamil Nadu-621 651. ii. Mr. N. Gopalaswamy ( Director) , alternatively, Mr. R.A. Krishnakumar (Plant Head of DCBL, a group company) is appointed as Chairman for the meeting of the equity shareholders of the Amalgamating Company. The quorum shall be 100 equity shareholders present in person or by proxy. In case there is no quorum at the designated time of the meeting, then the meeting shall be adjourned by half an hour, and thereafter, the persons present for voting shall be deemed to constitute the quorum. The voting by the proxy shall be permitted provided a proxy in the prescribed form , duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting. Notice for the meeting shall be sent by the Chairman of the meeting by registered post or speed post or courier or e-mail or hand delivery at the last known addresses of the equity shareholders at least one month before the date fixed for the meeting. The person who receives the notice within one month from the date of receipt of notice can vote in the meeting either in person or through proxy or through postal ballot or through electronic means or the mode mentioned in the notice of the meeting to the adoption of the Scheme. In relation to the voting through electronic means, Rule 20 of the Companies (Management and Administrative) Rules, 2014 shall be followed. iii. The Chairman is directed to ensure the availability of all the necessary facilities for the purpose of voting in the meeting so that the proceedings of the meeting may take place in a just, free and fair manner and to the extent possible in, conformity with the Secretarial standard on general meetings issued under Section 118 (10) of the Companies Act, 2013. The Chairman shall file the report of the meeting of the shareholders within one week after conducting the meeting before this Bench. In relation to the Secured Creditors' Meeting i. There is no secured creditor in the Amalgamating Company. The certificate of the Chartered Accountant to that effect is placed at page 464 of the typed set filed with the Application. In relation to the Unsecured Creditors' Meeting i. There are 216 unsecured creditors in the Applicant (Amalgamating) Company. The certificate issued by the Chartered Accountant to that effect and the lists of unsecured creditors are placed at pages 464 to 472 of the typed set filed with the Application. It is hereby ordered for convening, holding and conducting of the meeting of unsecured creditors on 24.01.2018 at ll.OCLy a.m., in the premises at 11th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001. ii. Mr. Jayesh Doshi, (Chief Financial Officer) , alternatively, Mr. Dharmendra Tuteja, (Executive Director, Finance, Accounts and Commercial) is appointed as Chairman for the meeting of the unsecured creditors. The quorum for meeting is fixed at 5 and constituting 25% or more of the total unsecured credit. In case the quorum is not there at the designated time, when the meeting is called, then, the meeting shall be adjourned by half an hour, and thereafter, the person present for voting shall be deemed to constitute the quorum. iii. The individual notice of the meeting of unsecured creditors, whose credit value is Rs.2 Lakhs and above, shall be issued at least not less than 30 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the creditors is available with the Amalgamating Company. iv. The Applicant (Amalgamating) Company is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to unsecured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the report of the meeting of unsecured creditors before this Bench. v. The Registry is also directed to issue notice to the Official Liquidator in respect of the Amalgamating Company viz., M/s. Dalmia Bharat Limited. The Official Liquidator shall appoint Chartered Accountant on his own for the purpose of preparation of the reports^ which shall be submitted to this Bench within four weeks from the date the copy of this order is received.;