- (1.) This Company Application is filed on behalf of the Applicant /Transferee Company under Section 230 and 232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, praying to order for: a) convening meeting of the shareholders (through e-voting and postal ballot) and unsecured creditors of the Applicant Company for the purpose of considering the proposed Scheme and appoint a Chairman for such meetings; b) dispense with convening meetings of the secured creditors and unsecured creditors below the value of Rs 10,00,000/- each of the Applicant company for the purpose of considering the proposed Scheme; Or Issue directions for convening the meetings of unsecured creditors below the value of Rs 10,00,000/- each, if any and appoint a Chairman for such meetings.
(2.) The averments made in the Company Application are briefly described hereunder:-
(3.) It is averred in the Company Application that, the Transferee Company was originally incorporated as a public limited company under the name and style of TATA TIMKEN LIMITED on 15th July 1987. The company changed its registered office from the State of West Bengal to the State of Bihar under the order of the Company Law Board, Eastern Region Bench on 21st September 1996 and the certificate of registration of order of the court confirming transfer of the registered office from one state to another was issued on 12th December 1996 by the Registrar of Companies, Bihar. Subsequently, the name of the Applicant Company was changed from "Tata Timken Limited" to "Timken India Limited" and obtained a fresh certificate of incorporation consequent on the change of name was issued to the Applicant Company on 2nd July, 1999. Subsequently, the Applicant Company changed its registered office from the State of Bihar (now Jharkhand) to the State of Karnataka and under the order of the Company Law Board, Eastern Region Bench on 9th September 2008 and the certificate of registration or order of the court confirming transfer of the registered office from one state to another was issued on 10th November 2008 by the Registrar of companies, Karnataka.;