NCLT Orders Shareholder & Creditor Meetings as Renault Group Seeks Composite Restructuring

In re Renault Nissan Automotive India Private Limited (NCLT Chennai)

The National Company Law Tribunal (NCLT), Chennai Bench, allowed a company application filed under Sections 230 to 232 of the Companies Act, 2013 seeking directions in relation to a Composite Scheme of Arrangement involving Renault Nissan Automotive India Private Limited (Demerged/Amalgamating Company), Renault India Powertrain Private Limited (Resulting Company), and Renault India Private Limited (Amalgamated Company). The Scheme provides for the demerger of the powertrain manufacturing business from the first applicant company into the resulting company, followed by the amalgamation of the demerged company with the amalgamated company.

The applicant companies placed before the Tribunal their Memorandum and Articles of Association, audited financial statements as on 31 March 2025, unaudited financial statements as on 28 February 2026, and Board resolutions approving the Scheme. The Tribunal noted that the Scheme aims to separate the powertrain manufacturing business and the remaining business into focused entities with dedicated management, independent operational planning, improved resource allocation, optimized governance, and enhanced operational efficiency. It also proposes the subsequent merger of the amalgamating company with the amalgamated company to integrate manufacturing, assembly, marketing, and sales activities within a single entity, with the stated objective of streamlining the corporate structure and improving coordination and operational visibility.

Under the Scheme, the powertrain manufacturing undertaking of the demerged company is to be transferred to the resulting company as a going concern. Upon the demerger becoming effective, the resulting company will issue 15 equity shares of ₹10 each for every 1,000 equity shares of ₹10 each held in the demerged company. Thereafter, the amalgamating company will merge with the amalgamated company, and the amalgamated company will issue 1,707 equity shares of ₹10 each for every 1,000 equity shares of ₹10 each held in the amalgamating company. Upon completion of the amalgamation, the amalgamating company will stand dissolved without winding up. The appointed date under the Scheme is defined as the effective date, which will occur after fulfilment or waiver of the prescribed conditions precedent, including approvals from shareholders, creditors, the Tribunal, and other statutory authorities. The statutory auditors certified that the proposed accounting treatment complies with Section 133 of the Companies Act, 2013.

After considering the application and supporting documents, the Tribunal directed that meetings be convened for the classes of stakeholders for whom approval was sought. It ordered meetings of the equity shareholders and unsecured creditors of Renault Nissan Automotive India Private Limited, the equity shareholders of Renault India Powertrain Private Limited, and the equity shareholders and unsecured creditors of Renault India Private Limited. The Tribunal noted that the companies had no preference shareholders or secured creditors, and, accordingly, no meetings were required for those classes.

The Tribunal fixed 25 July 2026 for the meetings, prescribed the quorum for each meeting, and appointed a Chairperson and Scrutinizer to supervise the process. It directed that notices of the meetings, together with the Scheme, explanatory statement, proxy forms, and other prescribed documents, be sent to the eligible shareholders and creditors at least 30 days in advance. It also ordered publication of advertisements in Business Standard (All India Edition), Dina Malar (Tamil Nadu Edition), and Samyukta Karnataka (Karnataka Edition). Further directions were issued for service of notices on the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Income Tax Authorities, and other sectoral regulators, filing of affidavits of service, submission of the Chairperson’s report after the meetings, and compliance with the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Accordingly, the Tribunal allowed the company applications and issued directions for convening and conducting the stakeholder meetings.

FULL TEXT OF THE NCLT JUDGMENT/ORDER

Under consideration is a Company Application filed by the Applicant Companies, namely Renault Nissan Automotive India Private Limited (for brevity “First Applicant Company / Demerged Company / Amalgamating Company”), Renault India Powertrain Private Limited (for brevity “Second Applicant Company! Resulting Company) and Renault India Private Limited (for brevity “Third Applicant Company! Amalgamated Company”) respectively along with their Shareholders under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Composite Scheme of Arrangement (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies herein with their Shareholders. The Scheme is appended as “Annexure A1” of Application Typeset at 52-86.

2. The Applicant Companies in their Company Applications have sought for the following reliefs;

3. The Applicant Companies have filed their Memorandum and Articles of Association inter alia delineating their object clauses. The Applicant Companies have also filed the Audited Financial Statements as on 31.03.2025 and Unaudited Financial Statements as on 28.02.2026. The objectives of the Applicant Companies and the financial position of the Applicant Companies are extracted below,

I. Demerged Company/ Amalgamating Company

a) The object of the First Applicant Company is set out in Clause 3 of the Memorandum of Association. The brief objects of the First Applicant Company as set out in the Synopsis are extracted hereunder,

“1. To carry on the business of designing, engineering, producing. assembling, equipping, manufacturing, improving, developing, building, buying, selling, reselling, exchanging, altering, hiring. letting on hire-purchase or installment basis. exporting, importing, distributing. Marketing. dealing in and maintaining all kinds of automotive vehicles, engines, components, spares and accessories.

2. To carry on the business of rendering services in areas such as researching. developing, analyzing and monitoring trends in the creation. study and realization of the design of automobiles as well as other products related to the automotive industry, research and development, services for improvements in the automotive sector, engineering and technical services, management. consultancy and all kinds of advisor incubatory, infrastructural and business support services, design and decoration services, repair and after-sales services, and all other services as may be required by any person associated with automotive industry including but not limited to. training, catering, security, storage, warehousing. Transportation and cargo handling services, event management, sales promotion. IT,; networking and database management services, general contracting services, financial leasing and renting out any surplus office or factory premises not immediately required for the business of the Company.”

b) As per the Certificate of Incorporation First Applicant Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 25.09.2007. The authorised and paid-up share capital of the Applicant Company as on 28.02.2026 are as follows,

(A copy of the Charter Documents of the First Applicant Company is annexed and marked as Annexure A 2 c) The summary of the financial position of the First Applicant Company as on 28.02.2026, as per the financial statements is provided below:

(Copy of the audited financial statements and unaudited financial statements of the First Applicant Company is annexed and marked as Annexure A3a & 3b respectively.)

II. Resulting Company

a) The objects of the Second Applicant Company are set out in Clause III of the Memorandum of Association. The brief objects of the Applicant Company as set out in the Synopsis are extracted hereunder,

“1. To carry on the business of designing, engineering, producing, assembling, equipping, manufacturing, improving, developing, buying, selling, reselling, exchanging, altering, hiring letting on hire-purchase or instalment basis, exporting, importing, distributing, marketing, dealing in and maintaining all kinds of automotive powertrains, engines, components, spares and accessories.

2. To carry on the business of rendering services in areas such as researching, developing, analyzing and monitoring trends in the creation, study and realization of the design of powertrains/engines, automobile parts, components, accessories, spares and fittings for various motor vehicles„ research and development services for improvements in the automotive sector, engineering and technical services, management, consultancy and all kinds of advisory, incubatory, infrastructural and business support services, design and decoration services, repair and aftersales services, and all other services as may be required by any person associated with the automotive industry including, but not limited to, training, catering, security, storage, warehousing, transportation and cargo handling services, event management, sales promotion, IT, networking and database management services, general contracting services, financial leasing and renting out any surplus office or factory premises not immediately required for the business of the Company.

3. To carry on the business as manufacturers, fabricators, assemblers, designers, processors, importers, sellers, exporters, marketers, agents, repairers, warehouses, dealers and to deal in all kinds of automobile parts, components, accessories, spares and fittings for all types of motor vehicles including but not limited to two-wheelers, passenger cars, commercial vehicles, trucks, buses, tractors, motor cycles and all type of electric & hybrid vehicles.”

b) As per the Certificate of Incorporation Second Applicant Company is a private limited company incorporated under the provisions of Companies Act, 2013 on 06.04.2026. The authorised and paid-up share capital of the Applicant Company as on 28.02.2026 are as follows,

(A copy of the Charter Documents of the Second Applicant Company is annexed and marked as Annexure A 4)

c) The Resulting Company was incorporated on April 6, 2026. Therefore, the unaudited financial statements of the Resulting Company as on April 28, 2026, show the position of the assets and liabilities of the Resulting Company. The summary of the financial position of the Second Applicant Company as on 28.02.2026, as per the financial statements is provided below:

(Copy of the unaudited financial statements of the Second Applicant Company is annexed and marked as Annexure A 5 respectively.)

III. Amalgamated Company

a) The objects of the Third Applicant Company are set out in Clause III of the Memorandum of Association. The brief objects of the Applicant Company as set out in the Synopsis are extracted hereunder,

“1. To carry on the business of providing engineering services, automotive and vehicular design services as well as repairs and after sales services in relation to all kinds of automobiles, motorcars and other vehicles, as well as engines, and combines and to generally provide all kinds of research and advisory services pertaining to the automotive sector to persons in India or elsewhere and also to carry on the activity of researching, developing, analysing and monitoring trends in the creation, study and realisation of the design of automobiles, motorcars and other vehicles, their parts and components, as well as other products related to the automotive industry.

2. To carry on the business in India or elsewhere of designing, engineering, producing, assembling, equipping, manufacturing, improving, developing, building, buying, selling, reselling, exchanging, altering, hiring, letting on hire-purchase or instalment basis, exporting, importing distributing, marketing, dealing in and maintaining, automobiles, motorcars and other vehicles (such as passengers cars, light commercial vehicles, multipurpose and jeep type vehicles, lorries, buses and vans for the transportation and conveyance of passengers or merchandise and goods of every description and whether propelled or used by electricity, steam, petrol, diesel oil, vapour, gas, spirit, or any other motive or mechanical power) and to further carry on the business of designing, engineering, producing, assembling, equipping, manufacturing, improving, developing, building, buying, selling, reselling, exchanging, altering, hiring, letting on hirepurchase or instalment basis, exporting, importing, distributing, marketing, dealing in and maintaining, all and every kind of machinery, implements, apparatus, enamels, solutions, machine tools, other tools, spare parts, component parts, replacement parts, chassis, engines and other assemblies or subassemblies, tools, implements, accessories, materials and all other products and things relating to or capable of being used for, in, or in connection with the design, engineering, production, assembly, equipping, manufacture, improving, developing, building, purchase, sale, resale, exchange, alteration, hire, letting on hire purchase or instalment basis, export, import, distribution, marketing, dealing in and maintenance of automobiles, motorcars and other vehicles.”

b) As per the Certificate of Incorporation Third Applicant Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 14.11.2005. The authorised and paid-up share capital of the Applicant Company as on 28.02.2026 are as follows,

(A copy of the Charter Documents of the Third Applicant Company is annexed and marked as Annexure A 6)

c) The summary of the financial position of the Third Applicant Company as on 28.02.2026, as per the financial statements is provided below:

(Copy of the audited financial statements and unaudited financial statements of the Third Applicant Company is annexed and marked as Annexure A7a & 7b respectively.)

4. The Board of Directors of the Applicant Companies vide separate meetings held on 04.2026 have approved the proposed Scheme as contemplated above. The copies of resolutions passed thereon have been placed on record by the Applicant Companies. (The Board Resolution passed by the Applicant Companies is annexed and marked as Annexure A8a, 8b & 8c of the application)

5. The rationale and objective of the Scheme as reflected in Clause C of the Scheme are as under,

“(i) The demerger is intended to enable both the Powertrain Manufacturing Business and the Remaining Business of the Demerged Company to focus more effectively on their distinct industrial and operational models. This separation will provide said businesses with dedicated management and a clearer operating model, allowing them to improve execution and better support Indian industrial strategy in the Indian and global markets;

(ii) The demerger will allow the Demerged Company and the Resulting Company to tailor their operational processes, policies, systems and governance to their respective / manufacturing activities, resulting in improved execution efficiency and agility;

(iii) Pursuant to the demerger, the Powertrain Manufacturing Business and the Remaining Business will be able to determine capital expenditure and operational priorities independently, in line with their respective manufacturing requirements, and thereby enhance internal resource allocation and long-term operational planning;

(iv) Dedicated platforms will allow the Powertrain Manufacturing Business and the Remaining Business to manage their respective industrial ecosystems more efficiently including suppliers and technical partners;

(v) The demerger will support a sharper talent strategy, distinct performance metrics and incentive structures aligned to each business, aiding attraction, retention and motivation of personnel;

(vi) The demerger is expected to create long-term value for stakeholders by establishing two focused entities with clearer strategies, optimised capital structures and improved operational performance;

(vii) With a view to achieving a more efficient and streamlined corporate structure and to consolidate aligned operations within a single entity, it is proposed to amalgamate the Amalgamating Company with and into the Amalgamated Company. The proposed merger is intended to integrate manufacturing, assembly, marketing and selling capabilities, creating an end-to-end platform with improved coordination across the value chain for domestic and export markets;

(viii) The merger is expected to enhance operational efficiency by enabling closer alignment between production planning manufacturing facilities, and market demand. A combined entity will improve quality of decision-making through unified governance and management oversight;

(ix) The merger will also result in improved financial and operational visibility by consolidating financial reporting and performance measurement within one entity. This is expected to strengthen accountability and allow a more holistic assessment of profitability drivers across manufacturing, assembly, procurement, and sales/distribution functions; and

(x) The combined entity is expected to improve stakeholder engagement and a stronger business identity through a simplified corporate structure, providing greater clarity to customers and vendors and preserving full control in India on strategic and operational decisions. 2. The Scheme is in best interests of the shareholders, employees, and the creditors of each of the Parties.”

6. The steps involved in the scheme are as under:

6.1. Step 1: Part II of the Scheme provides for the Demerger, transfer and vesting of the Demerged Undertaking (as defined in the Clause 1.1 of the Scheme as undertaking relating to Powertrain Manufacturing Business) from the Demerged Company to the Resulting Company on a going concern basis.

6.2. Upon implementation of Part II of the Scheme, the Resulting Company shall issue and allot to the members of the Demerged / Amalgamated Company whose names are in the register of members as on the Effective Date, consideration in the manner provided in Clause 8.1 of the Scheme, extracted as under:

” 15 (Fifteen) equity shares of the Resulting Company having face value of INR 10(Indian Rupees Ten only) each fully paid up for every 1,000 (One Thousand) equity shares of INR 10 (Indian Rupees Ten only) each of the Demerged Company fully paid up. “

6.3. Step 2: Part III of the Scheme provides for the Amalgamation of the Amalgamating Company with the Amalgamated Company.

6.4. On Part III of the Scheme becoming effective, the Amalgamated Company shall issue and allot to the members of the Amalgamating Company whose names are in the register of members as on Effective Date, consideration in the manner provided in Clause 19.1 of the Scheme, extracted as under:

“1,707 (One Thousand seven hundred and seven) equity shares of the Amalgamated Company having face value of INR 10 (Indian Rupees Ten only) each fully paid-up for every 1,000 (One Thousand) equity shares of INR 10 (Indian Rupees Ten only) each of the Amalgamating Company fully paid-up.

6.5. On Part III of the Scheme becoming effective, the Amalgamating Company shall stand dissolved without winding up in terms of Clause 25 of the Scheme.

7. As per Clause 1.1 of the Scheme, the Appointed Date is defined as Effective Date. Effective Date is defined as, “the opening business hours of the first calendar date of the month immediately following the month in which the last of the conditions specified in Clause 30 (Conditions Precedent) of this Scheme are complied with or waived, as applicable…”. Clause 30 of the Scheme prescribes conditions precedent such as the approval of the Scheme by the shareholders and creditors, sanction of the Scheme by the Tribunal, filing of certified copies with the RoC and the consent/ approval from relevant authorities regulating industrial parks/ SEZs.

8. The Statutory Auditors of the Applicant Companies have examined the Scheme in terms of provisions of Sec. 230(7) of Companies Act, 2013 and the Rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The Certificates of the Statutory Auditors in this regard are placed at “Annexure A22a, 22b & 22c”.

9. Taking into consideration the applications filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal issues the following directions: –

A. RENAULT NISSAN AUTOMATIVE INDIA PRIVATE LIMITED

(FIRST APPLICANT/DEMERGED COMPANY/ AMALGAMATING COMPANY)

I. EQUITY SHAREHOLDERS

(i) There are two (2) Equity Shareholders in the Company as on 28.02.2026. The Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Annexure A10 of the typed set filed with the application. It has sought for the conducting, convening and holding of the meeting.

(ii) Since the First Applicant Company has sought for directions for the meeting of the Equity Shareholders, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Equity Shareholders of the First Applicant Company is directed to be held on 25.07.2026 at 10.30 AM at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk-602118, Tamil Nadu, India or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II. PREFERENCE SHAREHOLDERS

(ii) There are NIL Preference Shareholders in the Demerged/ Amalgamating Company. The Chartered Accountant certificate certifying the list of Preference Shareholders is placed as Annexure A11 of the typed set filed with the application. Since it is represented by the Demerged/ Amalgamating Company that there are NIL Preference Shareholders, the necessity of convening, holding and conducting the meeting does not arise.

II. SECURED CREDITORS

(i) There are NIL Secured Creditors in the Demerged/ Amalgamating Company. The Chartered Accountant certificate certifying the list of Secured Creditors is placed as Annexure A12 of the typed set filed with the application. Since it is represented by the Demerged/ Amalgamating Company that there are NIL Secured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

III. UNSECURED CREDITORS

(i) There are Seven Hundred and Seventy Seven (777) Unsecured Creditors in the Company as on 28.02.2026. The Certificate issued by the Chartered Accountant certifying the list of Unsecured Creditors is placed as Annexure A13 in of the typed set filed with the application. It has sought the conducting, convening and holding of the meeting.

(ii) Since the First Applicant Company has sought for directions for the meeting of the Unsecured Creditors, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Unsecured Creditors of the First Applicant Company is directed to be held on 25.07.2026 at 11.00 AM at at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk- 602118, Tamil Nadu, India or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

B. IN RELATION TO RENAULT INDIA POWERTRAIN PRIVATE LIMITED

(SECOND APPLICANT/ RESULTING COMPANY)

I. EQUITY SHAREHOLDERS

(i) There are two (2) Equity Shareholders in the Company as on 28.02.2026. The Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Annexure A14 of the typed set filed with the application. It has sought the conducting, convening and holding of the meeting.

(ii) Since the Second Applicant Company has sought for directions for the meeting of the Equity Shareholders, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Equity Shareholders of the Second Applicant Company is directed to be held on 25.07.2026 at 11.30 AM at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk- 602118, Tamil Nadu, India or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II. PREFERENCE SHAREHOLDERS

(ii) There are NIL Preference Shareholders in the Resulting Company. The Chartered Accountant certificate certifying the list of Preference Shareholders is placed as Annexure A15 of the typed set filed with the application. Since it is represented by the Resulting Company that there are NIL Preference Shareholders, the necessity of convening, holding and conducting the meeting does not arise.

II. SECURED CREDITORS

(i) There are NIL Secured Creditors in the Resulting Company. The Chartered Accountant certificate certifying the list of Secured Creditors is placed as Annexure A16 of the typed set filed with the application. Since it is represented by the Resulting Company that there are NIL Secured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

III. UNSECURED CREDITORS

(i) There are NIL Unsecured Creditors in the Resulting Company. The Chartered Accountant certificate certifying the list of Unsecured Creditors is placed as Annexure A17 of the typed set filed with the application. Since it is represented by the Resulting Company that there are NIL Unsecured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

C. IN RELATION TO RENAULT INDIA PRIVATE LIMITED
(THIRD APPLICANT / AMALGAMATED COMPANY)

I. EQUITY SHAREHOLDERS

(i) There are two (2) Equity Shareholders in the Company as on 28.02.2026. The Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Annexure A18 of the typed set filed with the application. It has sought the conducting, convening and holding of the meeting.

(ii) Since the Third Applicant Company has sought for directions for the meeting of the Equity Shareholders, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Equity Shareholders of the Third Applicant Company is directed to be held on 25.07.2026 at 12.00 PM at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk-602118, Tamil Nadu, India or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II. PREFERENCE SHAREHOLDERS

(i) There are NIL Preference Shareholders in the Amalgamated Company. The Chartered Accountant certificate certifying the list of Preference Shareholders is placed as Annexure A19 of the typed set filed with the application. Since it is represented by the Amalgamated Company that there are NIL Preference Shareholders, the necessity of convening, holding and conducting the meeting does not arise.

II. SECURED CREDITORS

(i) There are NIL Secured Creditors in the Amalgamated Company. The Chartered Accountant certificate certifying the list of Secured Creditors is placed as Annexure A20 of the typed set filed with the application. Since it is represented by the Amalgamated Company that there are NIL Secured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

III. UNSECURED CREDITORS

(i) There are Three Hundred and Fifty-Seven (357) Unsecured Creditors in the Company as on 28.02.2026. The Certificate issued by the Chartered Accountant certifying the list of Unsecured Creditors is placed as Annexure A21 in of the typed set filed with the application. It has sought dispensation with holding of meeting. It has sought the conducting, convening and holding of the meeting.

(ii) Since the Third Applicant Company has sought for directions for the meeting of the Unsecured Creditors, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Unsecured Creditors of the Third Applicant Company is directed to be held on 25.07.2026 at 12.30 PM at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk-602118, Tamil Nadu, India or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

10. The quorum for the meeting of the Applicant Companies shall be as follows;

i) The Chairperson appointed for the meeting of Applicant Companies shall be Mehak Kakar (Mob: 9871144582). The Fee of the Chairperson for the aforesaid meeting shall be 2,00,000 (Rupees Two Lakhs) in addition to meeting her incidental expenses. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings

ii) Mr. Sriram V. Ananth (Mob: 8056279887) is appointed as a Scrutinizer and would be entitled to a fee of Rs. 1,00,000/- (Rupees One Lakh) for services in addition to meeting incidental expenses.

iii) In case the quorum as noted above, for the above meeting of the Applicant is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.

iv) The meeting shall be conducted as per applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5^th May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II);

v) That individual notices of the above said meeting shall be sent by the Applicant through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice.

vi) That the Applicant shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily “Business Standard” (All India Edition) and “Dina Malar” Tamil (Tamil Nadu Edition) and “Samyukta Karnataka” Kannada (Karnataka Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies.

vii) The Chairperson shall as afore stated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme.

viii) The companies shall individually send notice to concerned Regional Director, MCA, Registrar of Companies Coimbatore, Reserve Bank of India (RBI) and the Income Tax Authorities as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

ix) The Applicant shall further furnish copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.

x) The Authorized Representative of the Applicant shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.

xi) All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.

11. Accordingly, the Applications stands allowed.