Appointed Date Revised in Suzlon Global Vs Suzlon Energy Ltd: NCLT Ahmedabad Ruling

Suzlon Global Services Ltd Vs Suzlon Energy Limited (NCLT Ahmedabad)

Ahmedabad Bench of NCLT in case of Suzlon Global Services Limited [C.A.(CAA)/25(AHM)/2024]:In this case, the scheme had initially specified the appointed date as December 1, 2024. However, the NCLT ordered that the appointed date be shifted to any earlier date, which the Company subsequently modified to August 15, 2024.

FULL TEXT OF THE NCLT AHMEDABAD ORDER

1. This is a Joint Company Application Viz., CA(CAA)/25(AHM)/2024 filed by the Applicant Companies, namely Suzlon Global Services Limited (for brevity “Transferor Company”), and Suzlon Energy Limited (for brevity “Transferee Company”) 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 Scheme of Amalgamation (by way of Absorption) (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies. The said Scheme is also appended as “Annexure – H” to the typed set filed along with the Application.

2. The rationale of the Scheme of Amalgamation stated in the proposed Scheme is as under: –

2.1. The Transferee Company is primarily engaged in the business of manufacturing and supply of WTG while the Transferor Company is engaged in the business via the following undertakings, viz., OMS undertaking and other business undertakings. The Transferor Company is a wholly owned subsidiary of the Transferee Company.

2.2. The energy and climate policies being implemented by major economies worldwide, demonstrate a remarkable level of ambition and commitment to supporting wind energy and other renewable energy sources. These developments signal a promising future for the growth and advancement of renewable energy and renewable energy’ technologies propelling the industry to redefine and forge innovative partnerships with governments, cities, communities, investors, and customers. There is increase in the demand of the wind capacity on account of increased wind, solar, hybrid, RTC and FDRE tenders, national hydrogen mission, MNRE’s removal of tariff ceiling, improved technology, industrial tariffs and demand of wind energy from commercial and industrial consumers, power storage and central government allocations under strong off-takers. The Transferor and Transferor companies, founded with a deep understanding of the environment and sustainable development, have been at the forefront of renewable energy as a key solution provider since their inception. By combining forces, the Companies aim to create a more robust and competitive entity that is well-equipped to navigate the complexities of the national and international renewable energy landscape.

2.3. The amalgamation will consolidate the business of the Transferor Company and the Transferee Company which will result in focused growth, operational efficiencies and business synergies of the WTG business and OMS business. In addition, resulting corporate holding structure will bring enhanced agility to the business ecosystem of the merged entity. Further the amalgamation could potentially reap strategic benefits including but not limited to the following:

a. Stronger financial position: In an increasingly competitive global market, the financial strength of a company plays a critical role in its ability to secure large contracts and continue to expand consistently, Moreover, as the turbines have life cycle of 25 to 30 years, the customers are more likely to rely on an OEM whose presence can be assured across the lifecycle. A stronger balance sheet helps build a value proposition for customers making it a key metric to award bigger projects to financially sound organisations. A strong net worth signifies that the company possesses enough financial resources to successfully complete larger projects without negative repercussions. It gives the assurance and confidence to stakeholders about the company’s capability to take on, deliver, and succeed in high stakes contracts.

The merger of the Transferor Company into the Transferee Company would help in strengthening the financial robustness, resulting in a highly fortified standalone balance sheet and profit and loss statement which benefits the Companies as follows:

i. stronger financial health plays a strategic role in enhancing the consolidated entity’s potential to bid, secure and execute big-ticket contracts in the domestic as well as overseas markets; and

ii. Positioning the consolidated organisation more aggressively and perceptibly in the global markets thus paving the way for a stronger international presence and tapping back into the overseas markers broadening the client base.

b. Contracting: Some of the customers are inclined more towards contracts with single entity, demonstrating a clear preference for dealing with a single entity for both WTG delivery and OMS services. For some customers (e.g. PSU customers) it is a mandatory tender condition to participate for both WTG delivery and OMS services from single entity.

c. Elimination of inter-company outstanding: There are inter-company loans between the two entities and elimination of this leads to a stronger, more resilient financial position and enhanced business’s creditworthiness. Moreover, the freed-up capital can be reallocated to other productive areas, further strengthening the company’s financial stability and growth prospects.

d. Efficient utilization of resources: Post-merger, the consolidated business can strategically manage finances which shall help optimize the cash flow. The unified cash flow management system provides an opportunity to reallocate resources effectively, reinvesting in areas that promise better returns. With shared financial goals, the consolidated business can leverage collective cash flow to fund growth opportunities, thereby tapping the new and bigger business opportunities market is offering in an effective manner.

Unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund organic and inorganic growth opportunities and to maximize shareholders value; It strengthens the dividend paying abilities of the Transferee company.

e. Streamlining of group structure and benefit of combined resources: The proposed amalgamation of the Transferor Company with the Transferee Company will create a streamlined group structure which will assist in more efficient utilization of the capital.

f. Efficiency in business operations of the WTG business and OMS business: The proposed amalgamation of the Transferor Company with the Transferee Company is expected to create greater efficiency due to economies of scale, elimination of duplication of work and rationalisation and reduction of compliance requirements;

g. Sharing of best practices in sustainability, safety, health and environment: Adoption of improved safety, environment and sustainability practices owing to a centralised committee at combined level may provide focused approach towards safety, environment and sustainability practices resulting in overall improvements.

2.4. The amalgamation of the Transferor Company with the Transferee Company will combine the business, activities and operations of the Transferor Company and the Transferee Company into a single company with effect from the Appointed Date (as defined hereinafter) and shall be in accordance with the provisions of the Income Tax Act, 1961, and rules framed there under including Section 2(1B) thereof or any amendments thereto.

3. The Applicant Companies in this Company Application has sought for the following reliefs:

4. From the certificate of incorporation filed, it is evident that the Transferor Company is an Unlisted Public Limited Company incorporated under the provisions of the Companies Act, 1956. It is a wholly owned subsidiary of SEL, and it is engaged in the business of operation and maintenance of the WTG (OMS) and other businesses. It is originally incorporated as a private limited company on 25th May 2004 with the Registrar of Companies, Gujarat, under the name and style of “Suzlon Structures Private Limited”.

5. The name of the Transferor Company was changed from Suzlon Structures Private Limited to “Suzlon Structures Limited” on getting converted into a public limited company in terms of the special resolution passed by the shareholders at the Fourth Annual General Meeting held on 30 July 2008 and a fresh certificate of incorporation consequent upon change of name on conversion to a public limited company issued by the Registrar of Companies, Gujarat on 4 September 2008. The name of the Transferor Company was further changed from Suzlon Structures Limited to “Suzlon Global Services Limited” in terms of the Scheme of Amalgamation as approved by the Hon’ble High Court of Gujarat on 14 October 2016 and a fresh certificate of incorporation pursuant to change of name issued by the Registrar of Companies, Gujarat on 23 January 2017. It is a wholly owned subsidiary of Suzlon Energy Limited since 29 December 2022.

6. The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31St March 2024 is as under:

–

The equity shares of the Transferor Company are not listed on any of the Stock Exchanges. Subsequent to 31 March 2024 and up to the date of approval of this Scheme by the Board of Transferor Company, there is no change in the stated capital of the Transferor Company. As on the date of approval of this Scheme by the Board of Directors, the entire share capital of the Transferor Company is held by the Transferee Company. Accordingly, the Transferor Company is a wholly owned subsidiary of the Transferee Company.

7. From the certificate of incorporation filed, “Suzlon Energy Limited”, is a listed public limited company. It was originally incorporated on 10th April 1995 under the provisions of the Companies Act, 1956, with the Registrar of Companies, Gujarat as an unlisted public limited company under the name and style of Suzlon Energy Limited. The equity shares of the Company got listed on 19th October 2005 with the BSE Limited and the National Stock Exchange of India Limited. The corporate identity number is L40100GJ1995PLCO25447. Over a period of time several companies have been amalgamated with the said Company.

8. The authorized, issued subscribed, and paid-up share capital of the Transferee Company as on 31St March 2024 is as under:

The equity shares of the Transferee Company are listed on the Stock Exchanges.

Subsequent to 31st March 2024 and up to the approval of this Scheme by the Board of the Transferee Company, the Transferee Company has not issued and allotted shares.

9. Affidavit in support of the above application was sworn on behalf of the applicant Companies has been filed by one Het Shah for the Transferor Company, and by one Mr. Anand Bagrecha for the Transferee Company along with the application and it is also represented that the Registered office of the Transferor Company is situated at Suzlon 5, Shrimali Society, Near Krishna Complex, Navrangpura, Ahmedabad, Gujarat – 380009 within the territorial jurisdiction of the Bench of this Tribunal and falling within the purview of Registrar of Companies, Ahmedabad.

10. SUZLON GLOBAL SERVICES LIMITED

TRANSFEROR COMPANY

(i) The Applicant Transferor Company is an unlisted public limited company and a Wholly Owned Subsidiary of SEL. It is submitted that all the Equity shares and Preference Shares are held by the holding company directly and/or through the nominees. All the Equity Shareholders as well as Preference Shareholders of the said company have approved the proposed Scheme of Arrangement in form of the written consent letters on affidavit and have further waived their right to attend the meeting for the said purpose. The said consent letters are placed on record as Annexure – ‘J’ and ‘K’. Certificates from the Chartered Accountant confirming the list of the Equity Shareholders and Preference Shareholders and further confirming the fact of receipt of the written approval from all such Shareholders are annexed herewith as Annexure -‘J1’ and ‘K1’. The said Applicant Company submits that in view of the written consents given by all the Equity Shareholders as well as Preference Shareholders; the meetings would be an empty formality resulting in delay and unnecessary expenses. In view of the same, it is sought that convening of the meetings of the Equity Shareholders and Preference Shareholders of SGSL, the Applicant Transferor Company be dispensed with.

(ii) There are 2 (Two) Secured Creditors as on 30th April 2024 and the consent Affidavits of the Secured Creditors of the Transferor Company along with a Certificate issued by Chartered Accountant certifying the list of Secured Creditors is placed at Annexure L of the Application and therefore, sought for directions be issued for convening and holding separate meetings of the Secured Creditor.

(iii) There are 3271 (Three Thousand Two Hundred and Seventy-One) Unsecured Creditors aggregating to Rs. 15,86,45,58,561/- (Rupees One Thousand Five Hundred Eighty-Six Crores Forty-Five Lakhs Fifty-Eight Thousand Five Hundred and Sixty-One only) of unsecured debt as on 31 March 2024. Certificate from a Chartered Accountant confirming the list of unsecured creditors as on 31st March 2024 is annexed herewith as Annexure M of the Application and therefore, sought for directions to be issued for convening and holding separate meetings.

11. SUZLON ENERGY LIMITED

TRANSFEREE COMPANY

(i) The Applicant Transferee Company is a listed public limited company and has large size of operations. The said company has more than 43,55,000 (Forty-Three Lakhs Fifty-Five Thousand) number of shareholders as on 31st March 2024. Certificate from a Chartered Accountant confirming the shareholding pattern of the Applicant Transferee Company as on 31 March 2024 as submitted on the Stock Exchanges is annexed in the application as Annexure N. However, it is submitted that since SGSL, the Applicant Transferor Company is a Wholly Owned Subsidiary of SEL, the Applicant Transferee Company; no shares are required to be issued to the shareholders of SGSL towards consideration for the proposed amalgamation of the Undertaking of SGSL to SEL. The Scheme does not propose any restructure of capital and no compromise is proposed with the Shareholders of the Applicant Transferee Company. In light of this, the rights and interests of the Equity Shareholders of SEL are not in any way affected and hence, it is submitted that the meeting of the Equity Shareholders of SEL is not required to be convened.

(ii) There are 3 (Three) Secured Creditors for non-fund based facilities and the Statement indicating the brief summary of the Secured Creditors of the Transferee Company with details of approved limits, utilised limits of non-fund based activities, charges created, etc. As on 30th April 2024 along with Certificate issued by Chartered Accountant certifying list of Secured Creditor is placed at Annexure 0 of the Application and therefore, sought for directions to convene the meeting. However, the Consent Affidavit submitted is not affirmed on stamp paper.

(iii) There are about 1,803 (One Thousand Eight Hundred and Three) Unsecured Creditors aggregating to Rs. 62,03,86,27,152/- (Rupees Six Thousand Two Hundred and Three Crores Eighty-Six Lakhs Twenty-Seven Thousand One Hundred and Fifty-Two Only) of unsecured debt as on 31st March 2024. The summary statement confirming the same as certified by a Chartered Accountant is annexed herewith as Annexure -‘P’ of the Application and therefore, sought for directions for convening of meeting. However, the Consent Affidavits submitted are not affirmed on stamp paper.

12. It is submitted that the contention with regard to the dispensation of meeting of Equity Shareholders of SEL, the Applicant Transferee Company is supported by several orders of this tribunal as well as other benches of NCLT as also by the order dated 6th April 2021 of the Hon’ble NCLAT in the matter of Ambuja Cements Limited. A copy of the said order of Hon’ble NCLAT is annexed herewith February as Annexure-T1. Copy of the order dated 08 Feb 2023 passed in the matter of Torrent Pharmaceuticals Limited in CA (CAA) 2/NCLT/AHM/2023 is also annexed herewith as Annexure-T2. Further it is submitted that however, if the tribunal is not inclined to grant the said Prayers, alternatively, directions are sought to convene separate meetings of Equity Shareholders, Secured Creditors and Unsecured creditors of SEL for the purpose of considering and approving the proposed Scheme of Arrangement at the said meetings.

13. It is submitted by the applicants that the separate meetings of the Secured Creditors and Unsecured Creditors of both the Applicant Companies, and said meeting of the Equity Shareholders of SEL, the Applicant Transferee Company, if directed to be convened may be called through Video Conferencing or other Audio Visual Modes. They may be convened on such date and at such time as this Tribunal may direct and that the chairman be appointed for the said meetings to be held.

14. It is further submitted that SEL being a listed public limited company, it is required to undertake the procedure of remote e-voting or e-voting at the time of meeting for seeking approval from the Public shareholders. Hence, necessary directions are sought to the effect that the result of voting by Public shareholders which shall be separately reported. In case of the other meetings viz. Unsecured Creditors of the Applicant Transferor Company and Applicant Transferee Company, it is being sought that the voting shall be carried out through the procedure of e-voting at the time of meeting.

15. It is further submitted that the quorum for the said meetings be prescribed in compliance with the provisions of Sec. 103 of the Companies Act, 2013. It is suggested that quorum for the meeting of Equity Shareholders of SEL may be prescribed as 30 (Thirty). Quorum for the meetings of the Secured Creditors of the Applicant Companies may be prescribed as 01 (One) and for the meeting of Unsecured Creditors, it may be prescribed as 15 (Fifteen), present either in person or through authorised representative (in case of non-individual).

16. It is further submitted that the Chairman appointed for the aforesaid meetings be directed to issue advertisements and send out notices of the said meetings referred to above. The Chairman of the meetings be directed to have all powers under the Articles of Association of all the Applicant Companies and under the National Company Law Tribunal Rules, 2016 in relation to conduct of meeting including an amendment to the Scheme or resolution, if any, proposed at the meetings by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meetings on a poll. The Chairman be directed to submit the report confirming the result of the said meetings within 30 days of the conclusion of the meetings.

17. It is further submitted that necessary directions be given to the effect that at least 30 (Thirty) days before the date of the aforesaid meetings, a notice convening the said meetings, indicating the day, the date and the time as aforesaid, together with a copy of the Scheme of Arrangement, copy of the Explanatory Statement required to be furnished pursuant to Section 102 of the Act read with the provisions of Sections 230 to 232 of the Act and the provisions of the Rules, and such other documents as may be required shall be sent to each of the Equity Shareholder, Secured Creditors and Unsecured Creditors of the Applicant Companies either by e-mail, by speed post, by courier or by Regd. Post.

18. It is further submitted that notice of the said meetings to be held may be ordered to be inserted in two newspapers, one in English Daily ‘Indian Express’ Ahmedabad Editions, and the other in Gujarati daily ‘ Sandesh: , Ahmedabad Editions or in any other newspaper as this Honourable Tribunal may issue directions as regards convening, holding and conducting the meetings and also the publication of notices etc.

19. It is submitted that under the provisions of Section 230(5) of the Act, necessary directions be issued to the Applicant Companies to send the notice under Section 230(3) of the Act to (i) the Central Government through Regional Director, North Western Region; (ii) Registrar of Companies, Gujarat; (iii) concerned Income Tax authorities for both the companies, (iv) the concerned Stock Exchanges, viz. BSE Limited and National Stock Exchange of India Limited, (v) the Securities and Exchange Board of India and (vi) Reserve Bank of India for the Applicant Transferee Company and (vii) the Official Liquidator for the Applicant Transferor Company. It is hereby submitted that the provisions of Competition Act, 2002 are not applicable to the present Scheme and hence no notice is required to be issued to the said authority.

20. Further, it is submitted that he Applicant Companies has filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31′ March 2023 and Provisional/ Unaudited Financial Statements for the period ended on 31′ December 2023.

21. It is submitted that the appointed date as specified in the Scheme be 1St December 2024.

22. It is further submitted that the Date of intimation by the applicant Transferee Company to the Stock Exchanges, for the purpose of disclosures has been specified as 13th May 2024 and the copy of the letter have been placed at Annexure G.

23. It is submitted that the Statutory Auditors of the Transferor and Transferee Companies have examined the Scheme in terms of provisions of Sec. 232 of the Companies Act, 2013 and the rules made there under and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The said Certificates of the Statutory Auditors in this regard are placed at Annexure I along with the application.

24. It is submitted that as per Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (hereinafter referred to as the “SEBI Schemes Master Circular”) issued by the Securities and Exchange Board of India (SEBI), Valuation Report from an Independent Registered Valuer is not required in cases where there is no change in Shareholding pattern of the listed company on effectiveness of the Scheme of Amalgamation. The copy of the Certificate of Non-Applicability of obtaining Valuation Report, by the Registered Valuer has been placed at Annexure R.

25. It is submitted that the Board of Directors of the Applicant Companies vide meeting held on 2′ May 2024 for Transferor Company and 2n^d May 2024 for Transferee Company had unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the applicant companies.

26. We have perused the application and the connected documents/papers filed therewith including the Scheme contemplated by the applicant companies.

27. The matter was de-reserved for clarification vide Clarification Order dated 25.06.2024, as on perusal of records, it was found by this tribunal that the appointed date as specified in the scheme is 1st December 2024, which in turn is succeeding the date of filing of this first motion application and does not align with the provisions outlined in the MCA Circular F. No. 7/12/2019/CL-1 dated 21st August 2019, since it is a calendar date and not based on any event. The applicant was directed to file additional affidavit in support of its contentions.

28. In compliance of the Order Dated 25.06.2024, the applicants filed an additional affidavit on 02.07.2024 and further on 20.08.2024 vide Inward Diary No. D-6448 along with the Board Resolution wherein the appointed date has been revised from 01.12.2024 to 15.08.2024. It is submitted through the affidavit that the present Scheme is proposed to be modified to the limited extent of Clause 1.3 of the said Scheme and the proposed modifications is as follows:

“1.3. Appointed Date means 15th August 2024 or such other date as may be approved by the Tribunal in this regard.”

29. Based on the above revision in the Scheme of Amalgamation, the matter was heard on 22.08.2024 and was reserved directing the applicant to file a revised Scheme of Amalgamation by the end of the Day. In compliance of the said order, the applicant filed the revised Scheme of Amalgamation on 22.08.2024 through online mode.

30. Taking into consideration the application filed by the Applicant Company and the documents filed therewith as well as the position of law, this Tribunal proposes to issue the following directions :-

A. IN RELATION TO THE TRANSFEROR COMPANY:

i. With respect to Equity shareholders:

A meeting of the Equity Shareholders of the Transferor Company is dispensed with keeping in view the shareholding and ownership pattern and the fact that all the equity shareholders and preference shareholders of the said company have approved the proposed Scheme of Arrangement in the form of written consent letters on affidavit and have further waived their right to attend the meeting for the said purpose.

ii. With respect to Secured Creditors:

There are 2(two) secured creditors of the Applicant Transferor company as on 30th April 2024. Hence, a Hence, a meeting of the secured creditors of the Applicant Transferor Company shall be convened and held through Video Conference/Other Audio Visual Means, on 10/10/2024 at 11:00 AM, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme.

iii. With respect to Unsecured Loan Creditors:

A meeting of the unsecured creditors of the Applicant Transferor Company shall be convened and held through Video Conference/Other Audio Visual Means, on 10/10/2024 at 12:00 PM, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme.

B. IN RELATION TO THE TRANSFEREE COMPANY:

(i) With respect to Equity shareholders:

SEL, the applicant Transferee Company is a listed public limited company and has more than 43,55,000 (Forty-Three Lakhs Fifty-Five Thousand) number of shareholders as on 31st March 2024. It is being submitted that since, SGSL (Transferor Company) is a wholly owned subsidiary of SEL; no shares are required to be issued to the shareholders of SGSL towards consideration for the proposed amalgamation of the Undertaking of SGSL to SEL. Considering that the scheme does not propose any restructure of the capital and no compromise is proposed with the shareholders of the applicant Transferee Company, the meeting of the equity shareholders is thus dispensed with.

(ii) With respect to Secured Creditors:

The applicant transferee Company has 3 (three) secured creditors for non-fund based facilities. Hence, a meeting of the secured creditors of the Applicant Transferee Company shall be convened and held through Video Conference/Other Audio Visual Means, on 10/10/2024 at 02:00 PM, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme.

(iii) With respect to Unsecured Creditors:

A meeting of the unsecured creditors of the Applicant Transferee Company shall be convened and held through Video Conference/Other Audio Visual Means, on 10/10/2024 at 03:00 PM, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme.

31. Since, SEL, the applicant Transferee Company is a listed public limited company; it is required to undertake the procedure of remote e-voting or e-voting at the time of meeting seeking approval from the public shareholders, in terms of Paragraph A. 10. of Part-1 of the Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 issued by SEBI (hereinafter referred to as the “SEBI Schemes Master Circular”) read with Regulation 37(2)(d) of SEBI Delisting Regulations. The voting in respect of the same is to be carried out through remote e-voting and e-voting at the time of the Video Conference/Other Audio Visual Means convened meeting on the same day when the meetings of secured and unsecured creditors are to be held i.e., 10/10/2024 at 04:00 PM. In such circumstances, the meeting convened pursuant to the directions of this Tribunal would consist only of public shareholders. However, the scrutinizer to be appointed for the said meeting of the equity shareholders shall also submit his separate reports, to the Chairman of the meeting of the Applicant Company or to the person so authorised by him, with regard to the result of the remote e-voting and e-voting at the time of the Video Conference/Other Audio Visual Means convened meeting in respect of the public shareholders in accordance with SEBI Schemes Master Circular and SEBI Delisting Regulations.

32. The quorum for the meeting of the Applicant Transferor Company and Transferee Company shall be as per section 103 of the Companies Act, 2013 as follows;

For the Transferor Company:

For Transferee Company:

(i) The Chairperson appointed for the above-mentioned meetings shall be Shri L.N. Gupta, Ex-Member, NCLT, Contact No:81305-85511. The Fee of the Chairperson for the aforesaid meeting shall be 1,00,000/- (Rupees One Lakh only) in addition to meeting his 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. Vishawjeet Singh, Advocate, Contact No:89898-09900 is appointed as a Scrutinizer and would be entitled to a fee of Rs. 50,000/- (Rupees Fifty Thousand Only) for services in addition to meeting incidental expenses.

(iii) In case the quorum as noted above, for the above meeting of the Applicant Companies, 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 the 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 meetings shall be conducted as per the applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5th 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 meetings shall be sent by the Applicant Companies through registered post or speed post or through courier or e­mail, 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 Companies shall publish advertisement with a gap of at least 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 “Indian Express” (Ahmedabad Edition), and “Sandesh” (Ahmedabad 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 aforestated be responsible for reporting 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) In compliance with sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, the Applicant companies shall individually send notice to the concerned (i) the Central Government through Regional Director, North Western Region; (ii) Registrar of Companies, Gujarat; (iii) concerned Income Tax authorities for both the companies, (iv) the concerned Stock Exchanges, viz. BSE Limited and National Stock Exchange of India Limited, (v) the Securities and Exchange Board of India and (vi) Reserve Bank of India for the Applicant Transferee Company and (vii) the Official Liquidator for the Applicant Transferor Company 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 companies shall further furnish a 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 Companies 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.

33. The Applications stand allowed on the aforesaid terms.