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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 AMALGAMATION
AMONGEST
CONTINENTAL AUTOMOTIVE BRAKE SYSTEMS (I) PRIVATE LIMITED
(Non-Applicant Company/ Transferor Company No. 1)
AND
CONTINENTAL LIGHTING INDIA PRIVATE LIMITED
(Applicant Company No.1/ Transferor Company No. 2)
AND
CONTINENTAL AUTOMOTIVE COMPONENTS (INDIA) PRIVATE LIMITED
(Applicant Company No.2/ Transferee Company)
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
COMPANY APPLICATION (CAA) NO. 02/BB/2023
NOTICE AND ADVERTISEMENT OF NOTICE OF THE MEETING OF CREDITORS AND MEMBERS

NOTICE is hereby given that by the order dated 2 March 2023 (hereafter referred as the “Order”), in the above Company Application CA (CAA) No.02/BB/2023, the Hon’ble National Company Law Tribunal, Bengaluru Bench (hereafter referred to as the “Hon’ble Tribunal”) has directed that the meeting of the applicant companies to be convened and held as detailed below:

a. Meeting of the Shareholders of:

a.Continental Lighting India Private Limited (Applicant Company No. 1/Transferor Company No. 2) Date of the Meeting: 24.04.2023 Time: 10:30 a.m IST
b.Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company). Date of the Meeting: 24.04.2023 Time: 11:00 a.m IST

b. Meeting of the Unsecured Creditors of:

a.Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company). Date of the Meeting: 24.04.2023 Time: 11:30 a.m 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 (Non-applicant/Transferor Company 1) and Continental Lighting India Private Limited (Applicant Company No.1/Transferor Company 2) and Continental Automotive Components (India) Private Limited (Applicant Company No.2/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 Lighting India Private Limited (Applicant Company No.1/Transferor Company No.2) and Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company) to be convened as detailed below, at which time the shareholders of Continental Lighting India Private Limited (Applicant Company No.1/Transferor Company No.2) and Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company) are requested to attend the meeting through video conferencing and unsecured creditors of Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company) are requested to attend the meeting through video conferencing with the facility of e-voting/remote e-voting.

c. Meeting of the Shareholders of:

a.Continental Lighting India Private Limited (Applicant Company No. 1/Transferor Company No. 2) Date of the Meeting: 24.04.2023 Time: 10:30 a.m
b.Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company). Date of the Meeting: 24.04.2023 Time: 11:00 a.m

d. Meeting of the Unsecured Creditors of:

a.Continental Automotive Components (India) Private Limited (Applicant Company No.2/ Transferee Company). Date of the Meeting: 24.04.2023 Time: 11:30 a.m

The Equity Shareholders will be entitled to attend and vote in the meeting through video conference and Unsecured Creditors will be entitled to attend and vote in the meeting through video conferencing with the facility of remote e-voting. 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, the 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 19 April 2023
End of remote e-voting 5:00 pm IST on 23 April 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.

Copies of the Hon’ble National Company Law Tribunal, Bengaluru Bench Order dated 02.03.2023, Scheme of Amalgamation and the Explanatory Statement under section 230 can be obtained free of charge from the Registered Office of the Applicant Company No.1, situated at No.53 B, Bommasandra Industrial Area ,Phase I, Hosur ,Bangalore -560099 and Applicant Company No.2, situated at Plot No.53 B, Bommasandra Industrial Area , Attibele Hobli , Anekal Taluk , Bangalore -5600099 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. 02 and Transferee Company, Mr Raghavendra Nayak/ Mr Karthikeyan Ramasami, at email Id: [email protected].

The Hon’ble Tribunal has appointed Mr. Anirudh Suresh Advocate to be the Chairperson and Mr. Raghavendra Naveen B.K, as the Scrutinizer of 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: Raghavendra Nayak
Authorised representative of Transferor Company No. 2
Address : No.851 , 24th cross , 7 sector , Near HSR Layout BDA Complex , HSR Layout , Bangalore -560102

Sd/-
Name: Karthikeyan Ramasami
Authorised representative of Transferee Company
Address: B405, Jain Heights East Parade , LNR Main Road , Basavanagar , Bangalore - 560037[Text Wrapping Break]Place: Bangalore

Click to Download CU742 - Draft Notice + Documents- Unsecured Creditors Meeting
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