NEWS
FORM NO. CAA. 2
[Pursuant to Section 230 (3) and Rules 6 and 7)]
In the matter of Section 230 to 232 of the Companies Act, 2013 and The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
And
In the Matter of Scheme of Arrangement
Between
Continental Automotive Brake Systems (I) Private Limited (Applicant Company/Transferor Company No. 1)
And
Continental Lighting India Private Limited
(Non-Applicant Company No.1/Transferor Company No. 2)
And
Continental Automotive Components (India) Private Limited
(Non-Applicant Company No.2/Transferee Company)
And
Their Respective Shareholders And Creditors
Company Application No. CA (CAA) No. 2/Chd/Hry/2023 (1st Motion)
NOTICE AND ADVERTISEMENT OF NOTICE OF THE MEETING OF CREDITORS AND MEMBERS
NOTICE is hereby given that by the order dated 10 February 2023 (hereafter referred as the “Order”), in the above Company Application CA (CAA) No.2/Chd/Hry/2023 (1st Motion), the Hon’ble National Company Law Tribunal, Chandigarh Bench (hereafter referred to as the “Hon’ble Tribunal”) has directed that the meeting of the following applicant companies to be convened and held:
a. Meeting of the Shareholders of:
| a. | Continental Automotive Brake Systems (I) Private Limited (Applicant Company No.1/Transferor Company No. 1) | 24 March 2023 (Friday) at 10:30 AM IST |
b. Meeting of the Unsecured Creditors to whom INR 5,00,000 or more is payable of:
| a. | Continental Automotive Brake Systems (I) Private Limited (Applicant Company/Transferor Company No. 1) | 24 March 2023 (Friday) at 12:30 PM IST |
through VC facility for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Amalgamation between Continental Automotive Brake Systems (I) Private Limited (Transferor Company 1) and Continental Lighting India Private Limited (Transferor Company 2) and Continental Automotive Components (India) Private Limited (Transferee Company) and, their respective shareholders and creditors, under Sections 230-232 of the Act (hereinafter referred to as the “Scheme”).
In pursuance of the said Order and as directed therein, notice is hereby given that the meeting of Continental Automotive Brake Systems (I) Private Limited (Applicant Company/Transferor Company No. 1) to be convened as detailed below, at which time the shareholders are requested to attend the meeting through video conferencing and unsecured creditors are requested to attend the meeting through video conferencing with the facility of evoting/remote e-voting.
a. Meeting of the Shareholders of:
| a. | Continental Automotive Brake Systems (I) Private Limited (Applicant Company/Transferor Company No. 1) | 24 March 2023 (Friday) at 10:30 AM IST |
b. Meeting of the Unsecured Creditors to whom INR 5,00,000 or more is payable as on the Cut-off date of:
| a. | Continental Automotive Brake Systems (I) Private Limited (Applicant Company/Transferor Company No. 1) | 24 March 2023 (Friday) at 12:30 PM IST |
The Equity Shareholders will be entitled to attend and vote in the meeting through video conferencing and unsecured Creditors shall be entitled to avail the facility of remote e-voting and will be entitled to attend and vote in the meeting through video conferencing. The instructions for attending the meeting through video conferencing and to vote through remote e voting, are provided in the Notice of the Meeting.
The facility of remote e-voting will be available during the prescribed time period before the meeting, by logging to https://right2vote.in/login/ . Accordingly, Unsecured Creditors can vote through remote electronic means (without attending the meeting) instead of voting in the Unsecured Creditors’ meeting. The schedule of the remote e-voting will be as per the following details:
a. Unsecured Creditors to whom INR 5,00,000 or more is payable as on the Cut-off date of Continental Automotive Brake Systems (I) Private Limited - Transferor Company No. 1
| Commencement of remote e-voting | 9:00 am IST on 18 March 2023 |
| End of remote e-voting | 5:00 pm IST on 23 March 2023 |
Voting will also be available to the unsecured Creditors during the meeting of the Applicant Company as detailed above till the conclusion of the meeting.
The instructions for attending the meeting through videoconferencing and to vote through remote e-voting, are provided in the Notice of the Meeting.
Copies of the Hon’ble National Company Law Tribunal, Chandigarh Bench Order dated 10 February 2023, Scheme of Amalgamation and the Explanatory Statement can be obtained free of charge from the Registered Office of the Applicant Company, situated at Plot No 179-180, Sector-5 IMT Manesar, Gurgaon – 122050, Haryana, India, between Monday to Friday from 10:00 am to 5:00 pm up to the date of the meeting or from the authorised representative/Director/Company secretary of the Transferor Company No. 1, Mr. Prashant Kumar at email Id: prashant.3.kumar@continental-corporation.com
The Hon’ble Tribunal has appointed Mr. Arvind Moudgil as the Chairperson, Mrs. Rahish Pahwa as the Alternate Chairperson and Mr. Rajeev Sanger as the Scrutinizer for the aforesaid meeting.
The abovementioned Scheme, if approved at the meeting, will be subject to the subsequent approval of the Hon’ble Tribunal.
| Sd/- Name: Prashant Kumar Authorised representative of Transferor Company No. 1 Address: Plot No 179-180, Sector-5 IMT Manesar, Gurgaon – 122050 |
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