YASHASHVI RASAYAN PRIVATE LIMITED Registered Office Sur. No. 60/1, Ground Floor, Plot – 1 and 2, Near Shukan Bunglows, Opposite Maheshwari Bhavan, City Light Area, Surat – 395 001 Tel. No. 02637-270150 CIN U24119GJ2003PTC041827 Website www.yashrasayan.com E-mail [email protected] NOTICE OF TRIBUNAL TO CONVENE MEETING OF THE UNSECURED CREDITORS OF YASHASHVI RASAYAN PRIVATE LIMITED [PURSUANT TO ORDER DATED 23 RD MAY, 2017 PASSED BY NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH] MEETING: Day Thursday Date 20 th July, 2017 Time 1530 Hours Venue Sur. No. 60/1, Ground Floor, Plot – 1 and 2, Near Shukan Bunglows, Opposite Maheshwari Bhavan, City Light Area, Surat – 395 001 INDEX Sr. No. Particulars Page No. 1. Notice convening the meeting of the unsecured creditors of Yashashvi Rasayan Private Limited. 02-03 2. Explanatory statement under Sections 230 (3), 232 (1) & (2) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016. 04-20 3. Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013. 21-54 4. Share Entitlement Ratio Report prepared by M/s R.U. Kamath & Co. Chartered Accountants dated 1 st March, 2017. 55-65 5. Resolution of the Board of Directors of Yashashvi Rasayan Private Limited dated 1 st March, 2017 approving the Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013. 66-68 6. Resolution of the Board of Directors of HLE Engineers Private Limited dated 1 st March, 2017 approving the Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013. 69-72 7. Unaudited Balance Sheet, Profit and Loss Statement and Notes to Financial Accounts of Yashashvi Rasayan Private Limited for the period ended 28 th February, 2017. 73-95 8. Unaudited Balance Sheet, Profit and Loss Statement and Notes to Financial Accounts of HLE Engineers Private Limited for the period ended 28 th February 2017. 96-116 9. Copy of Order dated May 23, 2017 passed by the National Company Law Tribunal, Ahmedabad Bench convening the meeting of unsecured creditors of Yashashvi Rasayan Private Limited. 117-124 10. Proxy Form 125-126 11. Attendance Slip 127 Page 1
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YASHASHVI RASAYAN PRIVATE LIMITED
Registered Office Sur. No. 60/1, Ground Floor, Plot – 1 and 2, Near Shukan Bunglows, Opposite Maheshwari Bhavan, City Light Area, Surat – 395 001
Tel. No. 02637-270150
CIN U24119GJ2003PTC041827
Website www.yashrasayan.com
E-mail [email protected]
NOTICE OF TRIBUNAL TO CONVENE MEETING OF THE UNSECURED CREDITORS OF YASHASHVI RASAYAN PRIVATE LIMITED [PURSUANT TO ORDER DATED 23RD MAY, 2017 PASSED BY NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH]
MEETING:
Day Thursday
Date 20th July, 2017
Time 1530 Hours
Venue Sur. No. 60/1, Ground Floor, Plot – 1 and 2, Near Shukan Bunglows, Opposite Maheshwari Bhavan, City Light Area, Surat – 395 001
INDEX
Sr. No.
Particulars
Page No.
1. Notice convening the meeting of the unsecured creditors of Yashashvi Rasayan Private Limited.
02-03
2. Explanatory statement under Sections 230 (3), 232 (1) & (2) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016.
04-20
3. Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013.
21-54
4. Share Entitlement Ratio Report prepared by M/s R.U. Kamath & Co. Chartered Accountants dated 1st March, 2017.
55-65
5. Resolution of the Board of Directors of Yashashvi Rasayan Private Limited dated 1st March, 2017 approving the Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013.
66-68
6. Resolution of the Board of Directors of HLE Engineers Private Limited dated 1st March, 2017 approving the Scheme of Arrangement between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their respective shareholders and creditors under Sections 230-232 of Companies Act, 2013.
69-72
7. Unaudited Balance Sheet, Profit and Loss Statement and Notes to Financial Accounts of Yashashvi Rasayan Private Limited for the period ended 28th February, 2017.
73-95
8. Unaudited Balance Sheet, Profit and Loss Statement and Notes to Financial Accounts of HLE Engineers Private Limited for the period ended 28th February 2017.
96-116
9. Copy of Order dated May 23, 2017 passed by the National Company Law Tribunal, Ahmedabad Bench convening the meeting of unsecured creditors of Yashashvi Rasayan Private Limited.
117-124
10. Proxy Form
125-126
11. Attendance Slip
127
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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH
CA (CAA) NO. 63/NCLT/AHM/2017
In the matter of Companies Act, 2013;
And
In the matter of Sections 230-232 of Companies
Act, 2013 read with National Company Law
Tribunal Rules, 2016 and Companies
(Compromises, Arrangements and
Amalgamation) Rules, 2016;
And
In the matter of Yashashvi Rasayan Private
Limited;
And
In the matter of Scheme of Arrangement in the
nature of De-merger between Yashashvi
Rasayan Private Limited and HLE Engineers
Private Limited and their respective
shareholders and creditors;
Yashashvi Rasayan Private Limited,
A Company incorporated under the provisions
of Companies Act, 1996 and having its
Registered office at: Survey No. 60/1, Ground Floor,
Plot No. 1 &2, Nr. Shukan Bunglow,
Opp. Maheshwari Bhawan, City light Area,
Surat 395 001, Gujarat … Applicant/
Demerged Company
UNSECURED CREDITORS PROXY FORM
I/We, ___________________, the undersigned unsecured Creditor/s of Yashashvi Rasayan
Private Limited, being the Applicant Company abovenamed, do hereby appoint Mr./Ms.
______________________________ of _________________________ and failing him/her
_________________________________ of ____________________________ as my/our
proxy, to act for me/us at the meeting of the unsecured creditors of the Applicant Company to
be held at Sur. No. 60/1, Ground Floor, Plot – 1 and 2, Near Shukan Bunglows, Opposite
Maheshwari Bhavan, City Light Area, Surat – 395 001 on ___________, the ________ day
of ______, 2017 at ______ for the purpose of considering and, if thought fit, approving, with
or without modification(s), the arrangement embodied in the Scheme of Arrangement
between Yashashvi Rasayan Private Limited and HLE Engineers Private Limited and their
respective shareholders and creditors (the “Scheme”) and at such meeting, and at any
adjournment thereof, to vote, for me/us and in my/our name(s)
_________________________ (here, if ‘for’ insert ‘FOR’, if ‘against’, insert ‘AGAINST’),
Page 125
and in the latter case, strike out the words below after ‘the Scheme’ the said arrangement
embodied in the Scheme, either with or without modification(s), as my/our proxy may
approve.
Dated this ___________________ day of ___________ 2017.
Name:
Address:
Signature of unsecured Creditor:
Signature of Proxy:
Page 126
UNSECURED CREDITORS ATTENDANCE SLIP
[PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE
ENTRANCE OF THE MEETING HALL]
MEETING OF THE UNSECURED CREDITORS ON THURSDAY THE 20TH DAY
OF JULY, 2017 AT 3:30 P.M.
I/We hereby record my/our presence at the meeting of the unsecured creditors of Yashashvi
Rasayan Private Limited, the Applicant Company, convened pursuant to the Order dated 23rd
May, 2017 passed by the NCLT, Ahmedabad Bench at Sur. No. 60/1, Ground Floor, Plot – 1
and 2, Near Shukan Bunglows, Opposite Maheshwari Bhavan, City Light Area, Surat – 395
001 on Thursday the 20th day of July, 2017 at 3:30 P.M.
Name and address of unsecured Creditor:
Signature:
Name of the Proxy (If any):
Signature of Proxy (If any):
Note: Unsecured Creditors attending the meeting in person or by proxy or through authorized
representative are requested to complete and bring the attendance slip with them and hand it
over at the entrance of the meeting hall.
Page 127
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