Vijai Pratap Singh, Member - (1.) This is an application under Sections 230(1) and 232(1) of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 filed by the Applicant Nos. 1 to 4, namely (1) Kalpvriksh Capital Advisors Private Limited ("KCAPL"), (2) Lepid Securities Private Limited ("LSPL"), (3) Omni Advisory & Finvest Company Private Limited ("OAFCPL") and (4) Ginni Finance Private Limited ("the Transferee Company") in connection with a proposed Scheme of Amalgamation of the said Applicant Nos. 1 to 3 with Applicant No. 4 (Annexure A) whereby and whereunder the entire undertakings of KCAPL, LSPL and OAFCPL (hereinafter collectively referred to as "the Transferor Companies") together with all property, rights, powers and all debts, liabilities, duties and obligations relating thereto is proposed to be transferred to and vested in the Transferee Company on the terms and conditions fully stated in the said Scheme of Amalgamation.
(2.) Ld. Counsel appearing for the applicants, took me to the averments made in the application as well as the documents annexed hereto. All the Shareholders of the Applicant Companies have agreed in writing to the proposed Scheme of Amalgamation (Annexure R). All the creditors of the Applicant Nos. 1 to 3 being very few in number have also considered and given their written consent to the Scheme (Annexure 5). Counsel appearing for the applicants seek directions and orders under Sections 230(1) and 232(1) of the Companies Act, 2013 for convening separate meetings of Secured Creditors and Unsecured Creditors of the Applicant No. 4 and dispensing with meetings of shareholders of all the Applicant Companies and creditors of the Applicant Nos. 1 to 3 in view of the aforesaid.
(3.) I have perused the documents annexed to the application as well as submitted by supplementary affidavits and have heard the submissions made on behalf of the applicants and pass the following orders: 1. That separate meetings of the Secured Creditors and Unsecured Creditors of the Applicant No. 4 shall be held at 7, Lyons Range, Kolkata 700 001 on Wednesday, the 9th August, 2017 at the following times for the purpose of considering, and if thought fit, approving, with or without modification, the said Scheme of Amalgamation:- i. Meeting of Unsecured Creditors of Applicant No. 4 at 1:00 p.m. ii. Meeting of Secured Creditors of Applicant No. 4 at 2:00 p.m. In the event any of the aforesaid meeting(s) spill over and are concluded after the time fixed for commencement of the succeeding meeting(s), such succeeding meeting(s) shall be held immediately after such conclusion of the prior meeting(s). 2. Meetings of shareholders of the Applicant Companies and creditors of the Applicant Nos. 1 to 3 are dispensed with in view of all such shareholders and creditors having already considered and given their written consent to the Scheme. 3. That at least 30 (thirty) clear days before the meetings to be held as aforesaid, an advertisement convening the same indicating the date, time and the venue of the said meetings and stating that copies of the said Scheme of Amalgamation along with statement required to be furnished pursuant to the provisions of the Companies Act, 2013 disclosing necessary details and a prescribed form of proxy can be obtained free of charge at the registered office of the Applicant Company No. 4 be inserted once each in the "Business Standard" in English and once in "Aajkal" in Bengali as per the requirements of Section 230 of the Companies Act, 2013 in Form No. CAA2 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016. 4. That in addition, 30 (thirty) clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and times as aforesaid together with a copy of the said Scheme, a copy of the statement required to be sent under the provisions of the Companies Act, 2013 disclosing necessary details and the prescribed form of proxy shall be sent to each of the said Secured Creditors and Unsecured Creditors of the Applicant No. 4 through e-mail and by post or by courier or through personal messenger ("Individual Notice") at their respective or last known addresses. 5. That notice along with all accompanying documents, including a copy of the Scheme, Statement required to be sent under the provisions of the Companies Act, 2013 disclosing necessary details be served on the Central Government, through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, the Registrar of Companies, West Bengal, Income Tax Department having jurisdiction over the Applicants, the Official Liquidator and The Reserve Bank of India in terms of the provisions of Section 230(5) of the Companies Act, 2013 by sending the same by hand delivery through special messenger and by post forthwith after the notices are sent to the creditors in terms of Rule 8(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules 2016 for filing their representation, if any, within 30 days from the date of the notice. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the advocates of the said Applicants. If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said Scheme of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 in Form No. CAA3 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 with necessary variations, incorporating the directions therein. 6. That the quorum for the respective meetings of the Secured Creditors and Unsecured Creditors of the Applicant No. 4 shall be 1/3rd in value of the respective Secured Creditors and Unsecured Creditors present either personally or by proxy. 7. It is however provided that in case the quorum of any particular meeting is not available on the scheduled time and date, the Chairperson may adjourn the meeting to any date/time and take a decision on the quorum for the adjourned meeting. 8. Mr. Anuj Singh, Advocate (Mob: 9830202752) is appointed as the Chairperson for the said meetings of the Secured Creditors and Unsecured Creditors of the Applicant No. 4 to be held as aforesaid in terms of this order. The Chairperson shall be paid a consolidated sum of Rs. 30,000/- for conducting the aforesaid meetings as Chairperson. 9. That the Chairperson appointed for the said meetings or any person authorised by him do issue and send out the notices of the said meetings referred to above. 10. The Applicants to file an affidavit proving service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings to be held. 11. Voting shall be allowed on the proposed Scheme by voting in person or by proxy. Voting by proxy shall be permitted, as aforesaid, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the respective meeting, is filed with the Applicant No. 4 at its registered office not later than forty eight hours before the respective meeting. 12. The value of each creditor shall be in accordance with the respective books of the Applicant No. 4 and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting. The value of the creditors shall be considered as on 31st May 2017 for the said purpose. 13. That the Chairperson do report to this Tribunal the results of the said meetings within 10 days from the date of the conclusion of the said meetings and respective reports shall be in Form No. CAA4 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, verified by his affidavit. 14. The application being Company Application (CAA) No. 144/KB of 2017 is disposed of accordingly. 15. Parties and Chairperson to act on the order.;