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TMI Blog2018 (12) TMI 805X X X X Extracts X X X X X X X X Extracts X X X X ..... R-3 in Diary No.6037 which is Reply of the Respondents in CA 167/2018. The Appellants claim that they have to receive ₹ 10.05 Crores from the transferee Company and the transferor Company No.1 in which they were 100% shareholders has already been ordered to be wound up and stands amalgamated and thus according to the Appellants, they may be rendered remediless. What appears is that after the Appellants executed the SPA, they handed over their shares and admitted that they had resigned as Directors on 01.01.2017. In fact, the Appellants even approved the balance sheet of the transferor Company No.1, as on 31st March, 2016 by signing the same on 31.08.2016 as can be seen from Page – 66 of Diary No.4167 (Volume – 1). What appears ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ms Private Limited Transferor Company No.1 and M/s. Nichepro Technologies Private Limited Transferor Company No.2 and M/s. TeamLease Staffing Services Pvt. Ltd. Transferee Company under Section 230 of the Companies Act, 2013. The Company Petition had been filed by these Companies with a scheme of amalgamation whereby the two transferor Companies were proposed to be merged and vested in the transferee Company. The Impugned Order has recorded the position as regards share capital, etc. of the transferor companies and that they were private limited Companies. The transferee company is private limited Company having its registered office at Mumbai. The Impugned Order refers to Order dated 12.06.2017 of the NCLT in CA 77/CAA/2017 dispensin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d as it was noticed that the NCLT at Mumbai also had approved the scheme. 3. The Appellants - K. J. Suwresh and K. Lakshmisuthaa have filed these Appeals claiming that they are aggrieved by these Orders of amalgamation permitted by NCLT at Mumbai and NCLT at Chennai, mainly on the basis that no Notice had been given to them. To put the case of the Appellants in a nutshell, their grievance is that they were holding 100% equity shares in the transferor Company No.1 - ASAP Info Systems () . Private Limited and there was Share Purchase Agreement ( SPA , in short) dated 04.07.2016 between them and the transferee Company whereby the 100% shareholding was to be transferred by them to the transferee Company. Their grievance is that the payments ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... R-3 in Diary No.6037 which is Reply of the Respondents in CA 167/2018. The Appellants claim that they have to receive ₹ 10.05 Crores from the transferee Company and the transferor Company No.1 in which they were 100% shareholders has already been ordered to be wound up and stands amalgamated and thus according to the Appellants, they may be rendered remediless. 5. In CA 30/2018, the Appellants have made only the transferee Company as Respondent No.1 and Respondent No.2 arrayed is TeamLease Services Limited which is stated to be a subsidiary of Respondent No.1 transferee Company. The Respondents have filed Reply claiming it to be Objections. It is claimed by them that the amount of ₹ 10.05 Crores as claimed by the Appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... step that may be taken by the Applicant Company 1, its directors or authorised representatives for implementation of the said Scheme. 3. I submit that Lakshmi Car Zone Limited consents for the dispensation with the holding of the meeting of the creditors of the Applicant Company 1 as per provisions of the Companies Act, 2013. 6. The Affidavit of the Appellant No.2 at Page 16 reads as under:- I, Lakshmisuthaa Kilari daughter of Surya Babu, aged about 46 years, currently residing at No.101, Dream Meadows, Kundalahalli, Bangalore, Karnataka 560037, do hereby solemnly affirm and state on oath as follows: 1. I am the creditor of the Applicant Company 1 as at 22nd March, 2017. 2. I fully support the said Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t capacity as the 100% shareholders of the transferor Company No.1 which had entered into the Share Purchase Agreement and thus in that capacity Notice should have been given to them and their objections or no objections should have been taken. At the () . time of arguments, Counsel for the Appellants accepted that Diary No.4167 shows that the audited balance sheet (Page 42) as available was till 31.03.2016 and the Share Purchase Agreement was of subsequent date of 04.07.2016. Although it is argued that the Share Purchase Agreement being subsequent, the Auditors may not have known about the same and so did not refer, we find from the certified copy of record of proceedings before NCLT, Chennai filed with Diary No.4167 that the Official Li ..... X X X X Extracts X X X X X X X X Extracts X X X X
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