In The matter Of : Shenglong Mobile Services Pvt. Ltd. And Another

This application has been filed by the Applicant Companies, namely, Shenglong Mobile Services Private Limited (hereafter referred to as the Transferor Company) with Rongsheng Mobile India Private Limited (hereinafter referred to as the Transferee Company) under Section 230 to 232 of the Companies Act, 2013 and their respective shareholders for obtaining sanction of this Tribunal regarding Scheme of Amalgamation proposed to be made between the Transferee Company and the Transferor Company and their respective shareholders. A copy of the Scheme of Amalgamation has been annexed with the application as Annexure "A5" of the application.

The applicants herein, in their joint application inter alia sought for the following reliefs:

a. It is necessary that separate meetings of the Equity Shareholders of the Applicant Companies be called to consider and if thought fit to approve the said scheme of Amalgamation, with or without modification.

b. It is suggested that separate meeting of the Equity Shareholders of the applicant companies may be held at the Registered Officer of the respective company or such other place or places as may be determined by the Hon'ble Bench and that a Chairperson may be appointed for each of the meetings to be held.

An affidavit identifying the class of members is annexed as Annexure A7.

c. It is respectfully prayed for that the quorum for the respective meetings of the Equity Shareholders of the Applicant Companies be fixed at 2 (Two) persons each, present in person or by proxy.

d. It is respectively submitted that the Transferor Company has only one Creditor, being the Transferee Company itself. The Transferee Company has one creditor. The creditors have provided No Objection Certificate with regard to the Amalgamation of the Applicant Companies. No Objection Certificate as received from the creditors have been annexed as Annexure A9.

An Affidavit identifying the creditors of the Transferor as well as the Transferee company is attached as Annexure A8.

It is humbly payed for that the meeting of the creditors be dispensed with.

e. It is prayed that necessary directions may be given as to the issuing and publication of notices in the newspapers, convening, holding and conducting of the meetings proposed as above.

f. It is also prayed that necessary directions be given as to the notice to be given to sectorial regulators or authorities as required under sub section (5) of section 230.

g. Such further or other order or orders be made and/or directions be given affording necessary relief to the petitioner as to this Hon'ble Bench may deem fit and proper.

The object of this application is to ultimately obtain sanction of this Tribunal to a Scheme of Amalgamation proposed to be made between the applicant companies whereby all the properties, assets, rights and claims whatsoever of the Transferor Company with its entire undertaking together with all the rights and obligations relating thereto are proposed to be transferred to and vest in the Transferee Company on terms and conditions as fully stated in the Scheme of Amalgamation.

I have considered the submission of Ms. Swati Tejawat, CA in the light of the averments made in the petition. The petition has been filed in accordance with the requirements of law laid down in Sections 230/232 and the various rules of The Companies (Compromises, Arrangements and Amalgamation) Rules, 2016.

In view of the above, I find it necessary to render the following order:

ORDER

i) A separate meeting of the holders of the equity shares of Shenglong Mobile Services Pvt. Ltd. (Transferor Company) shall be convened and held at 7th Floor, Kamakhya Tower, G.S. Road, Cristian Basti, Guwahati, on 21.12.2019 at 10-00 AM for the purpose of considering, and if thought fit, of approving with or without modification, the Scheme of Amalgamation between the transferor company and transferee company. The said Scheme hereinafter would be referred to as the Scheme of Arrangement.

ii) A separate meeting of the holders of the equity shares of Rongshen Mobile India Private Limited (Transferee Company) shall be convened and held at 7th Floor, Kamakhya Tower, G.S. Road, Christian Basti, Guwahati, on 24.12.2019 at 11-00 AM for the purpose of considering and if thought fit, of approving with or without modification, the Scheme of Arrangement between the transferor company and transferee company. The said Scheme hereinafter would be referred to as the Scheme of Arrangement.

iii) At least 30 (thirty) clear days before the date of the said meeting an advertisement convening the same and stating that copies of the said Scheme of Arrangement as well as copy of the Statement required to be furnished pursuant to section 6(3) of the Rules of 2016 and the prescribed Forms of Proxy shall be sent to each equity shareholder of the petitioner companies by registered post with AD or by speed post or email or by hand delivery at their respective last known addresses. Such notice convening the said meeting at place and time as aforesaid shall be in Form No. CAA 2.

iv) That in addition, at least 30 (Thirty) clear days before the date fixed for the meeting, an advertisement, convening the same stating that the copies of the said Scheme of Arrangement and the statement, required to furnished under section 230 of the Companies Act, 2013 and Forms of Proxy, can be obtained from the registered office of the petitioner companies.

v) Further, the notice of the meetings under Section 230 (3) of the Act of 2013 shall be advertised in Form No. CAA.2 and such advertisement in case of transferor company and transferee company shall be published in the North East Times, an English Daily, and in Amar Asom, an Assamese Daily, which have wide circulation in the state where the registered offices of the companies are situated. Such a notice shall also be placed, not less than 30 days before the date fixed for meeting on the website of the company, if any.

vi) 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 following authorities, namely,

(a) Central government through Regional Director, Eastern Region, Ministry of Corporate Affairs,

(b) Registrar of Companies.

(c) The Income Tax Department of the office having jurisdiction over the respective petitioner companies,

(d) Reserve Bank of India,

(e) The Official Liquidator.

vii) The notice to the aforesaid authorities shall be sent forthwith, after notice is sent to the members of the company and such notice were to be sent by Registered Post with A/D or by speed post at the office of aforesaid authorities.

viii. In the notice, it may also be stated that the authorities referred to in Rule 8 (1) of the Rules, 2016, may make their representation under sub-section (5) of section 230 and same shall be sent to this Bench within a period of 30 days from the date of receipt of such notice.

ix. Further, a copy of such representation from the side of aforesaid authorities shall simultaneously be sent to the companies as well as in any case, if such representation from those authorities is not received by this Bench, it shall be presumed that those authorities have no comments to make on the proposed Scheme of Compromise or Arrangement.

Ms. Shristi Todi, Advocate (Ph. No. 9864421760) shall be the Chairperson of the Meeting of the Equity Shareholders of the Transferor and Transferee Company to be held at the aforesaid place and shall be paid remuneration of Rs. 40,000/- (Rupees forty thousand only). Mr. Ankit Jain, CA (Pb. No. 9864958599) shall be the Scrutinizer for the aforesaid meetings at a remuneration of Rs. 250007- (Rupees twentyfive thousand only).

The quorum for the meeting shall be two persons for Transferor Company and Transferee Company, present either in person or proxy. Voting by 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 filled with the company at its registered office not later than 48 hours before the meeting. The other conditions specified in Rule 10 (2) to rule 10 (5) would be applicable in case of voting by proxy. The Chairman shall have the power to adjourn the meeting if necessary.

The Chairperson shall file an affidavit before this Bench not less than 7 days before the date fixed for meeting or the date of the first meeting as the case may be stating that the direction regarding issue of notice and the advertisement have been duly complied with.

The respective Chairperson shall report the result of such meetings to this Bench within 3 days from the date of conclusion of the meetings and their report shall be submitted in From no.CAA.4.

It has further been stated that the transferor company and the transferee company has creditors who have already provided a No Objection certificate which has been annexed with this application. As such it is prayed that the meeting of creditors be dispensed with.

In view of the above, the creditors meeting of the transferor company and the transferee company is dispensed with.

The application being CA (CAA)/06/GB/2019 is disposed of accordingly.

Urgent certified copies of this order, if applied for, be supplied to the parties upon compliance of all requisite formalities.