AI Structured Summary
Not yet generated for this judgment
Judgment
,
Heard Ld. Sr. Counsel Mr. Zal Andhyarujina appearing for the Applicant Companies. By these Miscellaneous Applications, the Applicant",
Companies seek modifications of the order dated 20.02.2020 (“Orderâ€) passed in the captioned Company Scheme Applications.,
Ld. Sr Counsel submits that this Hon’ble Tribunal heard the captioned Company Scheme Applications on 24.01.2020 and thereafter reserved,
the matter for orders. On 20.02.2020, the captioned Company Scheme Applications were listed before this Hon’ble Tribunal for",
“pronouncement of order†at which time the said applications were “allowedâ€. Thereafter, on 25.02.2020, a formal copy of the Order was",
made available to the Applicant Companies, when it was uploaded on the official website of the National Company Law Tribunal, Mumbai. In terms",
of the said Order, this Hon’ble Tribunal was pleased to inter-alia direct as follows:",
“4. A meeting of the Equity Shareholders (holding Fully Paid as well as Partly Paid Equity Shares) of the Applicant Company 1, be",
convened and held at Yashwantrao Chavan Pratishthan Auditorium, Y.B. Chavan Centre, General Jagannath Bhosle Marg, Next to",
Sachivalaya Gymkhana, Mumbai 400021 on Tuesday, March 31,2020 at 3 p.m., or any adjourned dates thereof, for the purpose of",
considering, and if thought fit, approving, with or without modification(s), the proposed Scheme.",
A meeting of the Equity Shareholders of the Applicant Company 3, be convened and held at Lakshmipat Singhania Auditorium, PHD",
Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi 110016 on Monday, March",
23, 2020 at 10:30 a.m., or any adjourned dates thereof, for the purpose of considering, and if thought fit, approving, with or without",
modification(s), the proposed Scheme.",
9 In view of Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Applicant Company 1",
and the Applicant Company 3 are required to provide the facility of remote e-voting to its shareholders in respect of all shareholder,
resolutions. Additionally, the Applicant Company 1 and the Applicant Company 3 proposes to offer the facility of voting by postal ballot to",
its Equity Shareholders (holding Fully Paid as well as Partly Paid Equity Shares) in respect of the resolution to be passed at the said,
meetings of the Equity Shareholders. Accordingly, the Equity Shareholders (holding Fully Paid as well as Partly Paid Equity Shares) of the",
Applicant Company 1 and the Equity Shareholders of the Applicant Company 3 are allowed to avail remote e-voting facility and/or voting,
by postal ballot and/or voting by ballot/e-voting at the venue, for the said meetings to be held on Tuesday, March 31, 2020 at 3 p.m. and",
Monday, March 23, 2020 at 10:30 a.m. respectively. The e-voting facility and postal ballot facility for the Equity Shareholders (holding",
Fully Paid as well as Partly Paid Equity Shares) of the Applicant Company 1 and the Equity Shareholders of the Applicant Company 3 shall,
be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014 as substituted",
by the Company (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and",
Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company",
Secretaries of India, as applicable.",
The Counsel for the Applicant Companies submits that since the Scheme is an arrangement between the Applicant Companies and their,
respective shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the,
Companies Act, 2013 as there is no compromise and/or arrangement with the creditors and the debenture holders and as no sacrifice is",
called for by the creditors and the debenture holders, only a meeting of the shareholders is proposed to be held with in accordance with the",
provisions of Section 230(1)(b) of the Companies Act, 2013. Therefore, the meeting of the Secured Creditors of the Applicant Company 1",
and the Applicant Company 3, Unsecured Creditors of the Applicant Companies 1, 2 and 3 and the Unsecured Debenture Holders of the",
Applicant Company 1 are not required to be convened. The Counsel for the Applicant Companies further submits that the Applicant,
Companies may be allowed to issue individual notices to the creditors (as applicable) as on July 31. 2019 and debenture holders (as,
applicable) as on August 2, 2019, stating therein that they may submit their representations in relation to the Scheme, if any, to the",
Hon’ble Tribunal within 30 (thirty) days from the date of receipt of the said notice and copy of such representations shall,
simultaneously be served upon the respective Applicant Companies. Further, the Applicant Company 1 do not have any Secured Debenture",
Holders, the Applicant Company 2 do not have any Secured Creditors, Secured Debenture Holders and Unsecured Debenture Holders and",
the Applicant Company 3 do not have any Secured Debenture Holders and Unsecured Debenture Holders. Accordingly, the question of",
convening a meeting of the Secured Debenture Holders of the Applicant Company 1, the Secured Creditors, Secured Debenture Holders",
and the Unsecured Debentures Holders of the Applicant Company 2 and the Secured Debenture Holders and the Unsecured Debenture,
Holders of the Applicant Company 3 does not arise. Accordingly, this bench hereby directs the Applicant Company 1 to issue notices to its",
sole Secured Creditor as on July 31, 2019 and all its Unsecured Debenture Holders as on August 2, 2019, the Applicant Company 2 to",
issue notices to all its Unsecured Creditors as on July 31, 2019 and the Applicant Company 3 to issue notices to all its Secured Creditors as",
on July 31, 2019 by courier/ registered post/ speed post/ hand delivery or through e-mail (to those creditors/ debenture holders whose e-",
mail addresses are duly registered with the Applicant Companies), at their last known address as per the records of the Applicant",
Companies, with a direction that they may submit their representations, if any, to the Tribunal within 30 (thirty) days from the date of receipt",
of the said notice and copy of such representations shall simultaneously be served upon the respective Applicant Companies. Further, this",
bench hereby directs the Applicant Company 1 and the Applicant Company 3 to issue notices to all those Unsecured Creditors having value,
of Rupees 10,00,000/- (Rupees Ten Lakhs only) and more, as on July 31, 2019,???? by courier/ registered post/ speed post/ hand delivery",
or through e-mail (to those creditors whose e-mail addresses are duly registered with the Applicant Company 1 and the Applicant Company,
3, at their last known address as per the records of the Applicant Company 1 and the Applicant Company 3 respectively, with a direction",
that they may submit their representations, if any, to the Tribunal within 30 (thirty) days from the date of receipt of the said notice and copy",
of such representations shall simultaneously be served upon the Applicant Company 1 and the Applicant Company 3.â€,
Ld. Sr. Counsel submits that in terms of the said Order dated 20.02.2020, this Hon’ble Tribunal was pleased to inter-alia direct the Applicant",
Company 1 and Applicant Company 3 to convene a physical meeting of their Equity Shareholders on 31.03.2020 and 23.03.2020 respectively for the,
purpose of considering, and if thought fit, approving, the proposed Scheme, at a common venue. The Ld. Sr. Counsel submits that due to the prevailing",
COVID-19 pandemic, holding of a general meeting by the Applicant Company 1 and Applicant Company 3 (requiring physical presence of members",
at a common venue), as directed, had become infeasible during the currency of the pandemic. Ld. Sr. Counsel submits that the Applicant Company 1",
and Applicant Company 3 have a vast number of shareholders who cannot be accommodated at a common venue whilst at the same time maintaining,
social distancing norms. Ld. Sr. Counsel further submits that it is presently unknown as to when the ongoing pandemic will stabilize such as to permit,
the holding of meetings requiring physical presence of the members at a common venue and that in the event the Applicant Company 1 and Applicant,
Company 3 are required to conduct physical meetings of their members, it is likely that such meetings will be inordinately and unduly delayed beyond",
reasonable time. The Ld. Sr. Counsel places reliance on Section 232(1) of the Companies Act, 2013. The Ld. Sr. Counsel therefore submits that the",
Applicant Company 1 and Applicant Company 3 be permitted to hold a meeting of its members by way of video-conferencing and/ or other audio-,
visual means.,
Sr.
No.",Activity
,(A) Prior to the meeting
1.,"To avail the VC / OA VM facility of Service Providers
(NSDL/CDSL) for conducting meeting. Care should be taken to
cover following points:
• Meeting through VC / OA VM facility should allow two ways
teleconference or WebEx facility to shareholders.
• Participants should be allowed to post questions concurrently
or given time to submit questions in advance ( at least 10 days
before meeting) on the e-mail address of the Company.
• The large shareholders (holding 2% or more), promoters,
institutional investors, directors, KMPs, Chairperson of Audit
Committee, NRC, SC, auditors should be allowed to attend the
meeting without restriction.
2.,"Before dispatch of Notice, a newspaper advertisement to be
published as per direction of NCLT atleast one in vernacular
newspaper in the principal vernacular language of the district in
which registered office of the Company is situated and having a
vide circulation in that district and atleast once in English language
in an English newspaper having a wide circulation in that district,
preferably both newspaper having electronic editions.
3.,"Newspaper Advertisement should cover the following:
• Statement that the meeting will be convened through VC /
OA VM in compliance with applicable provisions of the Act read
with this circular.
• The date and time of meeting through VC or OA VM.
• Availability of notice of the meeting on the website of the
Company.
• The manner in which members who are holding shares in
physical form or who have not registered their e-mail ids with the
Company can cast their votes through remote e-voting or through
the e-voting system during the meeting.
• the manner in which the persons who have not registered
their email addresses with the company can get the same
registered with the company;
• any other detail considered necessary by the company
4.,To dispatch the Notice to the Shareholders
5.,"To share the participant link to the following:
Chairman appointed by NCLT
Company Secretary
6.,"To share the link to speaker shareholders for attending the
meeting.
,(B) On the date of Meeting:
7.,"The facility for joining the Meeting shall be kept open atleast 15
minutes before the time scheduled to start the meeting and shall
not be closed till the expiry of 15 minutes after such scheduled
time.
8.,To hold the Meeting at scheduled time.
9.,"The members who are present at the Meeting and have not cast
their votes through remote e-voting shall be allowed to cast their
votes through e-voting at the meeting.
(h) Paragraph 9 of the Order dated 20.02.2020 stands modified mutatis mutandis with reference to the above referred dates.,
(i) Except the directions modified herein, all other directions as passed in Order dated 20.02.2020 remain unaltered.",
The Bench directs Applicant company 1 and 3 to provide brief details about date of Board Resolution, valuation, method adopted, share exchange",
ratio and the Appointed date etc in the notice to be sent to the shareholders as mentioned above for a taking an informed decision.,
The captioned Miscellaneous Applications are accordingly disposed off.,