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TMI Blog2016 (4) TMI 392X X X X Extracts X X X X X X X X Extracts X X X X ..... company, post amalgamation, that is, for amalgamating company, to add the words, “and reduced” as a suffix to its name post reduction in capital will also get triggered. The petitioners will, however, comply with all statutory requirements, as mandated in law. - CO. PET. 728/2015 - - - Dated:- 7-4-2016 - Rajiv Shakdher, J. For the Petitioner : Petitioner: Mr Kunal Tandon Ms Snigdha Sharma, Advs. For the Official liquidator : Ms Aparna Mudiam, Asstt. ROC for the RD. Mr Rajiv Behl, Adv. JUDGMENT Rajiv Shakdher, J 1. This is a second motion petition filed jointly by the transferor company Radha Raj Ispat Private Limited (i.e. the transferor company/petitioner no.1) and KRBL Limited (i.e the transferee company/petitioner no. 2) under Sections 391 and 394, read with Sections 100 to 103, of the Companies Act 1956 (in short the Act), to seek sanction of the Scheme of Amalgamation (hereafter referred to as the scheme). 2. The transferor company and the transferee company will hereafter be collectively referred to as the petitioners. 3. The registered office of the petitioners is located within the jurisdiction of this court. Hence, this court has the juris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spensed with the requirement of convening meetings of equity shareholders of the transferor company and that of the secured creditors of the transferee company. In view of the fact that the transferor company had no secured and unsecured creditors, the court did not see the occasion to pass any orders with respect to the meetings concerning said class of persons / entities. 13. Furthermore, by virtue of the very same order i.e. order dated 03.08.2015, the court directed the transferee company to convene a meeting of its equity shareholders and unsecured creditors. 13.1 Both sets of meetings were convened on the same date i.e. 12.09.2015, albeit, at different times, under the chairmanship of different persons. The observations made in the chairpersons report with regard to the meeting of the equity shareholders of the transferee company, to the extent they are relevant, are set out hereinbelow :- .As per the directions of this Hon ble Court in Order dated 13th July 2015, pronounced on 3rd August 2015, the quorum fixed for the meeting was 200 (Two Hundred) Equity Shareholders in number and more than 25% in value of the total equity share capital of the Amalgamated Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Report dated 23rd March, 2015 submitted by the Company to BSE and NSE and also uploaded on the Company Website. g) Form of Proxy and h) Attendance Slip were dispatched by the Applicant Company II / Amalgamated Company to all the 2,487 (Two Thousand Four Hundred Eighty Seven) Unsecured Creditors, having outstanding balance aggregating to ₹ 3,49,77,19,998 (Rupees Three Hundred Forty Nine Crore Seventy Seven Lakh Nineteen Thousand Nine Hundred and Ninety Eight) at their respective last known addresses, in the presence of my Authorised Representative, through registered post on 17th day of August, 2015. Copies of the above stated documents have already been annexed to the Affidavit of Service filed before this Hon ble Court on 4thday of September, 2015 vide dairy no. 447783. . 5. As per the directions of this Hon ble Court in Order dated 13th July, 2015, pronounced on 03rd August, 2015, the quorum fixed for the meeting was 200 (Two Hundred) Unsecured Creditors in number and more than 25% in value of the total unsecured debt of the Amalgamated Company. On 11th September, 2015, at the scheduled time of meeting i.e. 2:30 P.M., the above stated quorum was not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the Income Tax Department (I.T. Department) seeking their response to the scheme. However, no response by the I.T. Department, on this matter, has apparently been received, till date. 16.1 The affidavit of RD, adverts to the fact that it has received information from the ROC vide report, dated 09.02.2016, which is indicative of the fact that the ROC has not made any adverse comments qua the scheme. 16.2 In so far as the RD is concerned, he appears to have no objection in the scheme being sanctioned. 17. As far as the OL s report is concerned, it has, inter alia, stated that no complaint qua the scheme has been received by him from any interested person or party. The OL has also averred that, on the basis of information supplied by the petitioners, it appears, the affairs of the transferor company, have been conducted in a manner which could not be construed as being prejudicial to either the interest of their members or the public at large. 17.1 In other words, affairs of the transferor company, according to the OL, do not fall foul of the provisions of the second proviso to Section 394(1) of the Act. 18. To be noted, in the scheme, clause7 provides that all emplo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in terms of Section 391 and 394 of the Act. 23. Consequently, the investment held by the transferor company, to the extent of 11.86%, in the transferee company, shall stand cancelled. The shares of the transferor company, which are in dematerialized form, shall stand extinguished on or from the date of issuance and allotment of new equity shares as envisaged under clause 5.4 of the sanctioned scheme. The aforesaid order shall, therefore, be deemed to be an order under Section 100 and 103 of the Act, as well, and thus, result in confirmation of reduction in capital. Consequently, the provision made in the scheme, in clause 5.5, to the effect that there shall be no requirement of the transferee company, post amalgamation, that is, for amalgamating company, to add the words, and reduced as a suffix to its name post reduction in capital will also get triggered. The petitioners will, however, comply with all statutory requirements, as mandated in law. 24. A certified copy of the order, sanctioning the scheme, will be filed with the ROC, within ..... X X X X Extracts X X X X X X X X Extracts X X X X
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