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In Re: Zydus Healthcare Ltd


Company & Directors' Information:- ZYDUS HEALTHCARE LIMITED [Active] CIN = U51900GJ1989PLC079501

Company & Directors' Information:- ZYDUS HEALTHCARE LIMITED [Amalgamated] CIN = U24230GJ2016PLC085929

Company & Directors' Information:- R G S HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110PB2004PTC047381

Company & Directors' Information:- R G S HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110CH2004PTC027689

Company & Directors' Information:- P. H. HEALTHCARE PRIVATE LIMITED [Active] CIN = U33110MH2010PTC208651

Company & Directors' Information:- B G P HEALTHCARE PRIVATE LIMITED [Active] CIN = U24232GJ2007PTC050417

Company & Directors' Information:- D R HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110GJ2006PTC048008

Company & Directors' Information:- M J HEALTHCARE PRIVATE LIMITED [Active] CIN = U93090PN2008PTC132455

Company & Directors' Information:- S J HEALTHCARE PRIVATE LIMITED [Active] CIN = U85190MH2005PTC153435

Company & Directors' Information:- G J HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110PB1998PTC021049

Company & Directors' Information:- I M HEALTHCARE PRIVATE LIMITED [Active] CIN = U24232CH2010PTC032454

Company & Directors' Information:- K G HEALTHCARE LIMITED [Active] CIN = U85110TZ1995PLC006402

Company & Directors' Information:- C S HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110GJ2012PTC070018

Company & Directors' Information:- M M HEALTHCARE LIMITED [Active] CIN = U74899DL1988PLC034339

Company & Directors' Information:- A L B HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U85110UP2002PTC026786

Company & Directors' Information:- S B M HEALTHCARE (INDIA) PRIVATE LIMITED [Active] CIN = U33112DL2005PTC140703

Company & Directors' Information:- S A HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U85100OR2014PTC018365

Company & Directors' Information:- AND HEALTHCARE LIMITED [Active] CIN = U51909PB2017PLC046446

Company & Directors' Information:- D. S. HEALTHCARE PRIVATE LIMITED [Active] CIN = U24232WB2007PTC115617

Company & Directors' Information:- B N HEALTHCARE PRIVATE LIMITED [Active] CIN = U15412AS2000PTC006258

Company & Directors' Information:- P AND B HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U24230GJ2013PTC075056

Company & Directors' Information:- M M D HEALTHCARE LIMITED [Active] CIN = U65921CH1996PLC017595

Company & Directors' Information:- A AND R HEALTHCARE PRIVATE LIMITED [Active] CIN = U24239DL1999PTC102404

Company & Directors' Information:- K. N. HEALTHCARE PRIVATE LIMITED [Active] CIN = U85320RJ2018PTC061003

Company & Directors' Information:- R F B HEALTHCARE PRIVATE LIMITED [Active] CIN = U85190DL2021PTC384643

Company & Directors' Information:- M S HEALTHCARE PRIVATE LIMITED [Active] CIN = U24239MH2001PTC130893

Company & Directors' Information:- G A S HEALTHCARE PRIVATE LIMITED [Active] CIN = U74999BR2018PTC038700

Company & Directors' Information:- L. J. HEALTHCARE PRIVATE LIMITED [Active] CIN = U85100HR2019PTC078493

Company & Directors' Information:- J. R. HEALTHCARE PRIVATE LIMITED [Active] CIN = U85191UP2013PTC054982

Company & Directors' Information:- M A P H HEALTHCARE PRIVATE LIMITED [Under Process of Striking Off] CIN = U85100WB2010PTC144870

Company & Directors' Information:- N. C. HEALTHCARE PRIVATE LIMITED [Active] CIN = U85191DL2007PTC164437

Company & Directors' Information:- N Y HEALTHCARE PRIVATE LIMITED [Active] CIN = U24230GJ2010PTC063348

Company & Directors' Information:- H 4 HEALTHCARE PRIVATE LIMITED [Active] CIN = U15100MH2021PTC353283

Company & Directors' Information:- D. B. HEALTHCARE PRIVATE LIMITED [Active] CIN = U33205MH2014PTC253439

Company & Directors' Information:- K S V HEALTHCARE PRIVATE LIMITED [Active] CIN = U85195HR2011PTC043767

Company & Directors' Information:- N M HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110MH2000PTC125392

Company & Directors' Information:- T K HEALTHCARE (INDIA ) PRIVATE LIMITED [Strike Off] CIN = U85190MH2003PTC139346

Company & Directors' Information:- A R HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110CH2013PTC034820

Company & Directors' Information:- I P HEALTHCARE PRIVATE LIMITED [Active] CIN = U24239DL2003PTC121211

Company & Directors' Information:- A 2 Z HEALTHCARE PRIVATE LIMITED [Active] CIN = U85100DL2010PTC208860

Company & Directors' Information:- K. D. HEALTHCARE INDIA PRIVATE LIMITED [Strike Off] CIN = U85100DL2015PTC281658

Company & Directors' Information:- A P HEALTHCARE PRIVATE LIMITED [Active] CIN = U24230MH1999PTC122520

Company & Directors' Information:- K Y O S HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U51397HP2010PTC031280

Company & Directors' Information:- Z F HEALTHCARE PVT. LTD. [Active] CIN = U29295MH2006PTC164255

Company & Directors' Information:- K. B. B. K. HEALTHCARE PRIVATE LIMITED [Active] CIN = U85110RJ2013PTC041465

Company & Directors' Information:- T.H.E. HEALTHCARE COMPANY PRIVATE LIMITED [Strike Off] CIN = U33111MH2012PTC229451

Company & Directors' Information:- J S B HEALTHCARE PRIVATE LIMITED [Active] CIN = U74120MH2013PTC248848

Company & Directors' Information:- J S D HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U74120UP2011PTC046578

Company & Directors' Information:- S V T HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U85100TZ2009PTC015287

Company & Directors' Information:- A N S HEALTHCARE PRIVATE LIMITED [Active] CIN = U85100HP2011PTC031745

Company & Directors' Information:- J M HEALTHCARE PRIVATE LIMITED [Active] CIN = U24230CH2007PTC030943

Company & Directors' Information:- P R HEALTHCARE PRIVATE LIMITED. [Strike Off] CIN = U24231DL2003PTC120123

Company & Directors' Information:- R S M HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U24232DL2005PTC136255

Company & Directors' Information:- M H HEALTHCARE PRIVATE LIMITED [Active] CIN = U74999DL2016PTC289311

Company & Directors' Information:- N T HEALTHCARE PRIVATE LIMITED [Active] CIN = U85100DL2012PTC241304

Company & Directors' Information:- R A HEALTHCARE PRIVATE LIMITED [Strike Off] CIN = U85190DL2009PTC188221

Company & Directors' Information:- G & G HEALTHCARE PRIVATE LIMITED [Active] CIN = U51397HR2015PTC057293

Company & Directors' Information:- P D HEALTHCARE PRIVATE LIMITED [Active] CIN = U24230GJ2004PTC045131

Company & Directors' Information:- L. V. G. HEALTHCARE PRIVATE LIMITED [Active] CIN = U24233GJ2006PTC047749

Company & Directors' Information:- S H G HEALTHCARE PVT LTD [Strike Off] CIN = U85110WB1989PTC047231

    C.A. (CAA) No. 6 of 30-232 of NCLT of AHM of 2017

    Decided On, 15 February 2017

    At, National Company Law Tribunal Ahmedabad

    By, THE HONOURABLE MR. BIKKI RAVEENDRA BABU
    By, JUDICIAL MEMBER

    For the Applicants: Sandeep Singhi, Pranjal Buch for M/s. Singhi and Co., Advocates, For the Respondents: ---------------------



Judgment Text

1. Zydus Healthcare Ltd. (hereinafter referred to as the "transferee company" or "ZHL", as the context may admit) is an unlisted public limited company, having its registered office at Zydus Tower, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad-380 015.

2. Cadila Healthcare Ltd. (hereinafter referred to as the "transferor company" or "CHL", as the context may admit) is a public limited listed company, having its registered office at Zydus Tower, Satellite Cross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad-380 015.

3. The issued, subscribed and paid-up share capital of ZHL is Rs. 736,92,70,200/-. The transferee company is the wholly owned subsidiary of the transferor company.

4. The issued, subscribed and paid-up share capital of CHL is Rs. 102,37,42,600/-.

5. In the scheme of arrangement between the transferor company and the transferee company, it is proposed to transfer the Indian Human Formulations Undertaking of CHL to ZHL.

6. Learned advocate appearing for the applicant-company contended that, although the transferee company is a wholly owned subsidiary of the transferor company, section 233 of the Companies Act, 2013 is not applicable for the following reasons:

(1) It is a case of demerger or transfer of Indian Human Formulations Undertaking from the transferor company to the transferee company.

(2) The transferor company and the transferee company are not small companies.

(3) Section 233(9) of the Companies Act gives option to the company to adopt the procedure laid down under section 232.

(4) There is no winding up of the transferor company or transferee company as contemplated under sub-section (3) arid sub-section (7) in view of sub-section (8) of section 233 of the Companies Act.

7. A perusal of the application and its annexures goes to show that the transfer of Indian Human Formulations Undertaking from the transferor company to the transferee is proposed to take effect only after the amalgamation of Biochem Pharmaceuticals Industries Ltd., a wholly owned subsidiary of the transferor company, with the transferee company, i.e., ZHL, and the sanction of the said scheme of amalgamation is also pending before this Tribunal.

8. Considering all the above aspects, it is not a case of amalgamation of the holding company with the subsidiary company. Even if the proposed scheme is accepted, both the transferor company and the transferee company shall remain in existence, which is not contemplated in case of the registration under sub-section (3) and sub-section (7) in view of sub-section (8) of section 233.

9. Moreover, sub-section (14) of section 233 also gives option to a company to use section 232. In view of the above said facts, this Tribunal has got jurisdiction to entertain this application.

10. In this application, ZHL (transferee company) has prayed for the following reliefs:

(a) dispense with the meeting of the equity shareholders of the applicant-company for the purpose of considering and, if thought fit, approving with or without modification(s), the scheme of arrangement between Cadila Healthcare Ltd. and Zydus Healthcare Ltd. and their respective shareholders and creditors (hereinafter referred to as the "scheme" in view of the consent affidavits to the scheme received from all equity shareholders of the applicant-company;

(b) dispense with the meeting of the preference shareholders (namely, 8 per cent, non-cumulative redeemable preference shares of Rs. 100 each and 8 percent, optionally convertible non-cumulative redeemable preference shares of Rs. 100 each) of the applicant-company for the purpose of considering and, if thought fit, approving with or without modification(s), the scheme in view of the consent affidavits to the scheme received from all the preference shareholders of the applicant-company; and

(c) dispense with the meeting of the creditors (secured and unsecured) of the applicant-company for the purpose of considering and, if thought fit, approving with or without modification(s), the scheme in light of the fact that there is no arrangement or compromise offered to any of the creditors of the applicant-company and the rights of the creditors of the applicant-company are in no manner affected or extinguished in the scheme.

11. Heard learned advocates Mr. Sandeep Singhi and Mr. Pranjal Buch for M/s. Singhi and Co., advocates for the applicant-company. Perused the application and the supporting affidavit of Mr. Sanjay Gupta, the company secretary of the applicant-company dated January 30, 2017 and the annexures annexed thereto.

12. The transferee company obtained valuation report dated November 16, 2016 from BSR and Associates LLP, chartered accountants, in respect of the scheme and it was placed before the board of directors of the transferee company in its meeting held on November 17, 2016. The scheme was approved unanimously by the board of directors of the transferee company in its board meeting held on November 17, 2016 vide annexure "I". The BSE and the NSE, by letters dated January 20, 2017, gave their no adverse observation/no objection to the transferor company to file the scheme with this Tribunal vide annexure "N". It is stated in the application that no investigation has been instituted in relation to the transferor company and the transferee company under Chapter XIV of the Companies Act. It is also stated in the application that no winding up proceedings are filed or pending either against the transferee company or against the transferor company.

13. Learned advocate appearing for the applicant-company vehemently contended that though the applicant-company is a public limited company, it is not a listed company. He further contended that the shareholders of the applicant-company, including the preferential shareholders gave their consent by stating that they have no objection to the proposed scheme/ arrangement. He further submitted that the proposed arrangement of transfer of Indian Human Formulation Undertaking of CHL to ZHL is not going to affect either the secured creditors or the unsecured creditors of the applicant-company (transferee company). He also contended that the arrangement is not between the company and its creditors and, therefore, the Tribunal, need not follow the value of creditors required by sub-section (9) of section 230 and the Tribunal has to dispense with the calling of a meeting of creditors. In support of his contentions, learned advocate for the applicant-company has placed reliance upon the following decisions;

(1) Mazda Theatres P. Ltd. v. New Bank of India, ILR 1975 (1) Delhi 1.

(2) Kirloskar Electric Co. Ltd., In re [2003] 116 Comp Cas 413 (Kam).

(3) Mysore Cements Ltd., In re [2009] 149 Comp Cas 50 (Kam).

(4) Sharat Hardware Industries P. Ltd., In re [1978] 48 Comp Cas 23 (Delhi).

(5) Bengal Tea Industries Ltd. v. Union of India (93 CWN 542).

(6) Ansal Properties and Industries Ltd., In re [1978] 48 Comp Cas 184 (Delhi).

14. A perusal of the above said decisions relied upon by the learned advocate for the applicant-company goes to show that where all the shareholders consent for a scheme of amalgamation, there is no need to call for a meeting of the shareholders. In the above said decisions, it is also stated that, if the proposed scheme is not going to adversely affect the creditors either secured or unsecured, then also there is no need to call for the meeting of secured or unsecured creditors.

15. In the above said decisions wherein the meetings of creditors both secured and unsecured were dispensed with, the consent letters of secured and unsecured creditors were obtained and there is no adverse effect on the interest of the creditors. The findings in the above decisions are depending on the facts of those cases.

16. It is pertinent to mention here that in sections 391 to 394 of the Companies Act, 1956, there is no provision for dispensing with the meetings of equity shareholders, preferential shareholders and creditors both secured and unsecured. Inroads have, however, been made on the normal rule that the consent of shareholders must be obtained in a meeting summoned under the orders of the court under section 391 by the judgments of various honourable High Courts. Similar is the case in respect of the meeting of secured and unsecured creditors. The normal rule is that consent of all the shareholders and creditors must be obtained in a meeting summoned. The exception is where the court satisfies that in case consent letters are given by the shareholders or the creditors and where there is no adverse effect on the interest of creditors, the meetings can be dispensed with.

17. In the Companies Act, 2013 also, there is no provision to dispense with the meetings of the shareholders. In respect of meetings of the creditors, sub-section (9) of section 230 is introduced. It reads as follows:

"230. Power to compromise or make arrangements with creditors and members.- (1). .

(9) The Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent, value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement."

18. Section 230 deals with compromises or arrangements with creditors and members. Section 232 deals with sanctioning of compromise or arrangement proposed between a company and any such persons as are mentioned in section 230.

19. Section 232(1) (b) deals with the transfer of undertakings. Section 232(1) (b) reads as follows;

"232. Merger and amalgamation of companies.-. . . (l)(a)

(b) that under the scheme, the whole or any part of the undertaking, property or liabilities of any company (hereinafter referred to as the transferor company) is required to be transferred to another company (hereinafter referred to as the transferee company), or is proposed to be divided among and transferred to two or more companies,

the Tribunal may on such application, order a meeting of the creditors or class of creditors or the members or class of members, as the case may be, to be called, held and conducted in such manner as the Tribunal may direct and the provisions of sub-sections (3) to (6) of section 230 shall apply mutatis mutandis."

20. In the present scheme, it is proposed to transfer Indian Human Formulations Undertaking of CHL to ZHL. Therefore, the proposed scheme comes under section 232(l)(b). It is not stated in section 232(1) that subsection (9) of section 230 shall apply. It is only stated that sub-sections (3) and (6) of section 230 shall apply mutatis mutandis, but not sub-section (9) of section 230. Therefore, sub-section (9) of section 230 is not applicable in case of transfer of one undertaking of the transferor company to the transferee company, which is contemplated under section 232(1) (b) of the Companies Act, 2013. Therefore, it has to be seen on facts whether there is any justification for dispensing with the meetings of equity shareholders, preferential shareholders, secured and unsecured creditors of the applicant (transferee company). At the cost of repetition, it is necessary to state that Indian Human Formulations Undertaking of CHL is proposed to be transferred to ZHL. It is also a fact that the transferee company is the wholly owned subsidiary of the transferor company (CHL). Before going to the scheme in this case, as can be seen from the averments made in the application itself, a separate scheme of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company is pending before this Tribunal. It is also stated in the application that after the sanctioning of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company, the transferee company will issue and allot equity shares to the shareholders of Biochem Pharmaceuticals Industries Ltd. as per the share exchange ratio as stipulated in the said scheme of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company. Therefore, it is apparently clear that the proposed scheme in this application is going to take effect only after the sanctioning of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company. It is also abundantly clear that the allotment of equity shares to the shareholders of Biochem Pharmaceuticals Industries Ltd. will be made as per the share exchange ratio as stipulated in the said scheme.

21. In this context, it is necessary to refer to the consent letters given by the equity shareholders and the preferential shareholders. In those consent letters, there is not even a whisper about the scheme of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company and the allotment of equity shares to shareholders of Biochem Pharmaceuticals Industries Ltd. after the said scheme of amalgamation was sanctioned. Therefore, this Tribunal cannot act upon the consent letters given by the shareholders, which were given without considering amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company. Without going into the legal aspects whether this Tribunal has got power to dispense with the meetings of shareholders, in the above said fact situation, it is neither just nor convenient nor in the interest of the stakeholders and the companies involved to dispense with the meetings of equity shareholders and preferential shareholders.

22. Again it is pertinent to refer to certain aspects in the scheme before considering whether the meetings of secured and unsecured creditors can be dispensed with or not. Clauses (L) and (M) of the scheme, which are at page 16, reads as follows:

"(L) Upon the coming into effect of this scheme, all debts, duties, obligations and liabilities (including contingent liabilities) of the transferor company relating to the Indian Human Formulations Undertaking shall without any further act, instrument or deed be and stand transferred to the transferee company and shall thereupon become the debts, duties, obligations and liabilities of the transferee company which it undertakes to meet, discharge and satisfy to the exclusion of the transferor company and to keep the transferor company indemnified at all times from and against all such debts, duties, obligations and liabilities and from and against all actions, demands and proceedings in respect thereto. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, obligations, duties and liabilities have arisen in order to give effect to the provisions of this scheme.

(M) In so far as loans and borrowings of the transferor company are concerned, the loans and borrowings, if any, and such amounts pertaining to the Indian Human Formulations Undertaking, which are to be transferred to the transferee company in terms of clause 4.11 of the scheme shall, without any further act or deed, become loans and borrowings of the transferee company, and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in and shall be exercised by or against the transferee company, as if it had entered into such loans and incurred such borrowings."

23. A perusal of the certificates dated January 28, 2017 issued by the chartered accountants vide annexure V to the application only disclose about the assets and liabilities of the transferor company and the transferee company without taking into consideration the proposed scheme in this application. The assets and liabilities of Biochem Pharmaceuticals Industries Ltd., which is proposed to be amalgamated with the transferee company have not been placed on record in this scheme.

24. In the light of the above clauses and in view of the proposed scheme of amalgamation of Biochem Pharmaceuticals Industries Ltd. with the transferee company, there is a need to have a meeting of secured and unsecured creditors of the transferee company. Therefore, it is not desirable to dispense with the meetings of secured and unsecured creditors of the transferee company (the applicant-company).

25. Having considered the entire material on record, this Tribunal passes the following order:

(1) A meeting of the equity shareholders of the applicant-company shall be convened and held at J. B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad-380 015, on Thursday, the 30th day of March, 2017, at 1.00 p.m., for the purpose of considering and, if thought fit, approving with or without modification(s) the scheme.

(2) A meeting of preferential shareholders of both categories of the applicant-company shall be convened and held at the registered office of the applicant-company at J. B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad-380 015, on Thursday, the 30th day of March, 2017, at 2.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the scheme.

(3) A meeting of the secured creditors of the applicant-company shall be convened and held on March 30, 2017, at 3.00 p.m., at J. B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad-380 015, for the purpose of considering and, if thought fit, approving with or without modification(s) the scheme.

(4) A meeting of the unsecured creditors of the applicant-company shall be held on March 30, 2017 at 4.00 p.m., at J. B. Auditorium, Ahmedabad Management Association, Dr. Vikram Sarabhai Marg, ATIRA, Ahmedabad-380 015, for the purpose of considering and, if thought fit, approving with or without modification(s) in the agreement embodied in the scheme.

(5) In view of sections 230(4) and 232(1) of the Companies Act, 2013 read with rules 5 and 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and rules 20 and 22 of the Companies (.Management and Administration) Rules, 2014 , the applicant-company is required to provide the facility of postal ballot and e-voting to its shareholders. Accordingly, voting by equity shareholders of the applicant-company to the scheme shall be carried out through ballot or polling paper at the venue of the meeting to be held on March 30, 2017. In the case of meetings of secured creditors and unsecured creditors, the voting shall be carried out through ballot/polling paper.

(6) At least one month before March 30, 2017, i.e., the date of aforesaid meetings, an advertisement about convening of the said meetings, indicating the day, date, place and time, as aforesaid, shall be published in Indian Express (Ahmedabad edition) and a Gujarati translation thereof in Sandesh (Ahmedabad edition). The publication shall indicate the time within which copies of the scheme shall be made available to the concerned persons free of charge from the registered office of the company, the publication shall also indicate that the statement required to be furnished pursuant to section 102 of the Act read with sections 230 to 232 of the Act and the prescribed form of proxy can be obtained free of charge at the registered office of the applicant-company or at the office of its advocates, i.e.. M/s. Singhi and Co., 1, Magnet Corporate Park, Near Sola Flyover, S. G. Highway, Ahmedabad-380 059 in accordance with the second proviso lo sub-section (3) of section 230 and rule 7 of the Companies (Compromises, Arrangements curd Amalgamations) Rules, 2016.

(7) At least one month before March 30, 2017, i.e., the date of aforesaid meetings of equity shareholders (including public shareholders), a notice in Form No. CAA. 2 convening the said meeting indicating the day, date, place and time aforesaid, containing instructions with regard to postal ballot and e-voting (in case of equity shareholders) together with a copy of 1. Sec [2016] 200 Comp Cas (St.) 56. 2. See [2014] 184 Comp Cas (St.) 250. the scheme, a copy of the statement required to be furnished pursuant to section 102 of the Act read with sections 230 to 232 of the Act and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the equity shareholders of the applicant-company at their respective registered or last known addresses either by registered post or speed post/airmail or by courier or e-mail. The aforesaid notice and other documents shall also be placed on the website of the applicant-company, if any. The notices shall be sent to the equity shareholders of the applicant-company with reference to the list of persons appearing on the record of the applicant-company and its register as on February 21, 2017, being a cut of date as prescribed under rule 20 of the Companies (Management and Administration) Rules, 2014. The aforesaid cut of date would be the date determining the eligibility to vote by the equity shareholders.

(8) In addition, at least one month before the date of the aforesaid meetings of the secured creditors and unsecured creditors to be held as aforesaid, a notice convening the said meetings, indicating the day, date, place and time, as aforesaid, together with a copy of the scheme, a copy of the statement required to be furnished pursuant to section 102 of the Act read with sections 230 to 232 and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the secured creditors and the unsecured creditors of the applicant-company at their respective registered or last known addresses either by registered post or speed post/airmail or by courier. The notice shall be sent to the secured creditors and the unsecured creditors of the applicant-company with reference to the list of the persons appearing on the record of the applicant-company as on January 31, 2017.

(9) Mr. Deevyesh J. Radia, an independent director of the applicant-company and, in his absence. Dr. Bhavna Doshi, an independent director of the applicant-company shall be the chairman of the aforesaid meetings to be held on March 31, 2017 and in respect of any adjournment or adjournments thereof.

(10) Mr. Ashish Doshi, a practising company secretary', is appointed as the Scrutinizer for the meeting of the equity shareholders (which includes public shareholders) of the applicant-company including for conducting the postal ballot and e-voting process and also for the meeting of the secured creditors and unsecured creditors of the applicant-company.

(11) The chairman appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meetings referred to above. The chairman is free to avail the services of the applicant-company or any agency for carrying out the aforesaid directions. The chairman shall have all powers under the articles of association of the applicant-company and also under the rules in relation to the conduct of meetings, including for deciding any procedural questions that may arise at the meetings or adjournments thereof proposed at the said meetings, amendment(s) to the aforesaid scheme or resolutions, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the sense of the meeting of equity/ shareholders by ballot or polling paper at the venue of the meeting of the equity shareholders and for the secured creditors and the unsecured creditors by polling paper/ballot.

(12) The quorum for the meeting of equity shareholders shall be 2 (two) persons present in person. The quorum for the meeting of preferential shareholders shall be 2 (two) persons present in person. The quorum for the meeting of the secured creditors shall be 1 (one) persons present in person. The quorum for the meeting of the unsecured.creditors shall be 5 (five) persons present in person.

(13) Voting by proxy/authorised representative is permitted, provided that the proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meetings is filed with the applicant-company at its registered office at Zydus Tower, Satellite Gross Roads, Sarkhej-Gandhinagar Highway, Ahmedabad-380 015, not later than 48 hours before the meetings vide rule 10 of the Companies (CAA.) Rules, 2016 read with section 105 of the Companies Act.

(14) The number and value of equity shares of th

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e equity shareholders or the value of preferential shares of the preferential shareholders or the value of the debts of the secured creditors and unsecured creditors, as the case may be, shall be in accordance with the records or registers of the applicant-company and where the entries in the records or registers are disputed, the Chairman of the meetings shall determine the number or value, as the case may be, for purposes of the meetings. (15) Hie Chairman to file an affidavit not less than 7 (seven) days before the date fixed for the holding of the meetings and to report to this Tribunal that the directions regarding issuance of notices and advertisement of the meetings have been duly complied with as per Rule 12 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (16) It is further ordered that the chairman shall, report to this Tribunal on the result of the meeting in Form CAA-4, verified by his affidavit, as per rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in Form CAA-4 within seven days after conclusion of the meetings. (17) In compliance with sub-section (5) of section 230 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the applicant-company shall send a notice of meeting under sub-section (3) of section 230 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in Form CAA-3 along with a copy of the scheme of arrangement, the explanatory statement and the disclosures mentioned under rule 6, to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, (iii) the income-tax authorities, (iv) the Reserve Bank of India, (v) the Competition Commission of India, and (vi) the official liquidator staling that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed scheme. The said notice shall be sent forthwith after notice is sent to the members or creditors of the company by registered post or by speed post or by courier or by hand delivery at the office of the authority as required by sub-rule (2) of rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (18) The aforesaid authorities, who desire to make any representation under sub-section (5) of section 230, shall sent the same to the Tribunal within a period of 30 days from the date of receipt of such notice, failing which it will be deemed that they have no representation to make on the proposed arrangement. 26. This company application is disposed of accordingly.
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