Manorama Kumari, Member - (1.) The instant application has been filed by the Applicant Companies, namely, EMC LIMITED, EMC TOWER LIMITED, EMC FORGING LIMITED, EMC HARDWARE LIMITED, ENPEE MERCHANTS PRIVATE LIMITED, EARNMORE FINCON PRIVATE LIMITED (hereinafter collectively referred to as the "Transferor Companies") and EMC INFRASTRUCTURE LIMITED (hereinafter referred to as the "Transferee Company") for obtaining sanction of this Tribunal regarding Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. The instant application has been filed under Section 230 and Section 232 of the Companies Act, 2013 for directions to convene separate meetings of equity shareholders and secured creditors and unsecured creditors, as applicable, of the applicant companies to consider and if thought fit to approve the proposed Scheme of Amalgamation, with or without modification. The object of this application is to ultimately obtain sanction of this Tribunal to the proposed Scheme of Amalgamation.
(2.) On perusal of the records the following documents are annexed with application viz.; (a) Necessary Board Resolution regarding approval of scheme is marked as Annexure-'P' mentioned at pages 479-492 of the application. (b) The benefit of the scheme dated 01st April, 2016 mentioned at pages 444-478 of the application. The salient feature of the scheme of amalgamation is elaborated in the scheme marked as Annexure-'O' (c) The valuation report is marked as Annexure-'S' mentioned at pages 648-655. (d) Creditors List alongwith their consent letters for the applicant No. 2 to 7 are marked as Annexure-'Q' mentioned at pages 493-571. (e) Shareholder's List alongwith their consent affidavit is marked as Annexure-'U' mentioned at pages 663-948.
(3.) Perused the documents annexed, heard the submissions made on behalf of the applicants and thus, pass the following orders for compliance: 1. Thata meeting of the equity shareholders of EMC LIMITED, being the applicant No. 1 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 10:00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 2. That a meeting of the equity shareholders of EMC TOWER LIMITED, being the applicant No. 2 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 10:30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 3. That a meeting of the equity shareholders of EMC FORGING LIMITED, being the applicant No. 3 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 10:45 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 4. That a meeting of the equity shareholders of EMC HARDWARE LIMITED, being the applicant No. 4 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 11:00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 5. That a meeting of the equity shareholders of ENPEE MERCHANTS PRIVATE LIMITED, being the applicant No. 5 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 11:15 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7 6. That a meeting of the equity shareholders of EARNMORE FINCON PRIVATE LIMITED, being the applicant No. 6 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 11:30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 7. That a meeting of the equity shareholders of EMC INFRASTRUCTURE LIMITED, being the applicant No. 7 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 11:45 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 8. That a meeting of the secured creditors of the applicant No. 1 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 12:00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 9. That respective meetings of the unsecured creditors of the applicant Nos. 1 to 7 herein shall be convened and held at 51, Canal East Road, Kolkata 700 085, on Friday the 27th October 2017 at 2:00 P.M., 3:00 P.M., 4:00 P.M., 4:15 P.M., 4:30 P.M., 4:45 P.M., 5:00 P.M. respectively for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant Nos. 1 to 6 with the applicant No. 7. 10. That at least 30 (thirty) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of the Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and a form of proxy can be obtained free of charge at the Registered Office of the Applicants or at the office of their Advocate Khaitan & Co, Advocates, (Att: Ravi Asopa) 1B Old Post Office Street, Kolkata 700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "The Business Standard" English newspaper. 11. That in addition, at least 30 (thirty) clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme, a copy of the Statement required to be sent under the Act and the prescribed form of Proxy be send by registered post or by hand through Personal Messenger or by courier or speed post or email addressed to each of the shareholders and creditors of the Applicants at their respective or last known addresses. 12. To serve the notice as per requirements of sub-section (5) of Section 230 of the Companies Act, 2013 along with all the documents including a copy of the Scheme and the Statement disclosing necessary details on the Central Government, through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, Registrar of Companies, West Bengal, Reserve Bank of India and Income Tax Department having jurisdiction over the Transferor Companies and the Transferee Company and such other relevant sectoral regulators/authorities, if applicable, which are likely to be affected by the proposed scheme, by sending the same by hand delivery through special messenger or by registered post or speed post within 14 days from the date of this order for filing their representation, if any, within 30 days from the date of notice. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously to the applicants and/or their Advocates. If no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 and Companies (Compromises, Arrangements & Arrangement) Rules, 2016 with necessary variations incorporating the directions therein. 13. That Mr. A.K. Labh, CS, 9830055689 shall be the Chairperson for the said meetings of the shareholders and creditors of the Applicants to be held as aforesaid at a consolidated remuneration of Rs. One Lakh only (1, 00,000/-). 14. That Chairperson appointed for the said meetings or any person authorized by him/her do issue and send out the notice of the said meetings referred to above. 15. The quorum for meetings of the applicants be fixed in accordance with Section 103 of the Companies Act, 2013 present either in person or by proxy. In case where there is only one or two creditors the quorum shall be one person either in person or by proxy. 16. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meeting, is filed with the Applicants at their Registered Office not later than forty eight hours before the meetings The Chairperson shall have the power to adjourn the meeting, if necessary, and to conduct the procedure for the adjourned meeting as deemed necessary under the Act. 17. That the value of each member/creditor shall be in accordance with the books and records of the respective Applicants and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting. 18. That the Chairperson do report to this NCLT the results of the said meetings within four weeks from the date of the conclusion of the respective meetings and his/her report shall be verified by his/her affidavit. 19. The application is disposed of. There shall be no order as to costs. 20. Parties and the Chairperson to act on the order. Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.;