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TMI Blog2019 (5) TMI 482X X X X Extracts X X X X X X X X Extracts X X X X ..... sposed of. - CA No. 106/2019 and CA (CAA) No. 01/Chd/Hry/2019 - - - Dated:- 20-2-2019 - MR R.P. Nagrath, Member (Judicial) And Mr. Pradeep R. Sethi, Member (Technical) For The Applicants : Mr. Pawan Sharma Advocate, Mr. Vikas Gupta, Advocate And Mr. Sumit Garg, Advocate ORDER (Oral) CA No. 106/2019 This application has been filed in compliance with the order dated 29.01.2019. The prayer is made for filing of detailed working of the share exchange ratio (Annexure A-60) and the order dated 18.01.2019 passed by the National Company Law Tribunal, New Delhi in Co. APPL.(CAA)- 08/ND/2019 in respect of three of the non-applicant companies. The application is supported by the affidavit of Ms. Kamni Tiwari, Company Secretary who is the authorised signatory. For the reasons stated in the application, the same is allowed and the documents are taken on record. 2. CA No. 106/2019 stands disposed of. CA (CAA) No. 01/Chd/Hry/2019 This is a First Motion application filed by the Applicant company herein, namely Grid Equipments Private Limited, App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... research development and financial planning, budgeting and reporting exercise, asset performance management, coding, monitoring and providing support of IT Infrastructure and engineering consultancy services to various clients. The Scheme of Arrangement/ Demerger inter alia proposes to demerge the grid undertaking of non-Applicant No. 1/Demerged Company into Applicant/Resulting Company No. 6. The grid marketing provides engineering consultancy services to internal and external clients. Pursuant to the restructuring of the Business Verticals under the Scheme, each business will be more oriented, streamlined, economical and would result in more management control ,creating enhanced value for all the stakeholders of all the companies involved in the Scheme . The Non-Applicant No. 1/ Demerged Company is desirous of streamlining its business operations through the scheme of demerger and will enable each of the company involved in the Scheme to achieve and fulfill their objectives more efficiently and offer opportunities to the management of all the companies involved in the Scheme to vigorously pursue growth and expansion of opportunities. 5. The Applic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... k which reads as under:- According to information and explanations given to us, the company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Also, refer to note 26 of the standalone Ind AS financial statements. Note 26 of the Audit Report is at page 179 of the paper book, which reads as under:- The Company is a Core Investment Company that has an asset size more than ₹1,000 million however, is not accessing public funds and has been exempt from registration with the Reserve Bank of India under Section 451A of the RBI Act, 1934 in terms of notification No. DNBS PD 221/CGM(US) 2011 dated 5 January, 2011. This Audit Report is signed by two Directors of the Company, the Company Secretary and Auditor s of the company. 8. The authorized, issued, subscribed and paid up share capital of the Applicant company as on 31.03.2018 is as under: Particulars Amount (₹) Authorized Share Capital: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 14. As per the list certified by Kumar Jain Associates, Chartered Accountants (Page No. 241), there is no secured creditor in the Applicant Company as on 30.09.2018. 15. It is further submitted that as per the list certified by Kumar Jain Associates, Chartered Accountants as on 30.09.2018(Annexure A-7) (Page No. 240) , the applicant company has two unsecured creditors namely, M/s. BSR Associates LLP and has credit to the tune of ₹ 4,02,500/- and GE Power India Limited has credit to the tune of ₹ 1,18,000/-. Prayer has been made for calling and convening their meeting. 16. The certificate of the Statutory Auditor (Annexure A-58) of the Applicant Company with respect to the Scheme between the Applicant Companies and non-Applicant Companies to the effect that the accounting treatment specified in Part V of the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 ( the applicable Accounting Standards ). 17. The rationale of the Scheme is stated as below:- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e on its payroll, on the same terms and conditions on which they are engaged as on the Effective Date by the Demerged Company without any interruption of service as a result of the demerger. Each of the Resulting Companies agree that the services of all such employees relating to its related Undertaking of the Demerged Company up to the Effective Date shall be taken into account for the purposes of all benefits to which the said employees may be eligible including for the purpose of payment of any bonus, provident funds, gratuity and other terminal retirement benefits. 20. The learned counsel also represents that the Share Entitlement Ratio Report of Price Waterhouse Co. LLP, Chartered Accountants, has also been annexed at Annexure A-57. The following Share Entitlement Ratio has been proposed in terms of the Applicant/Resulting Company No. 6:- For every 700 equity shares held by equity shareholders of GE India Industrial Private Limited having face value of INR 1 per share, 1 equity share of Grid Equipment Pvt. Ltd. having face value of INR 10 each will be issued. 21. When the matter was listed on 29.01.2019, the learned co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a. c) Income Tax Authority d) The Reserve Bank of India, Regional Office, New Delhi and e) Any other authority, if any, as the Hon ble Tribunal may deem fit and proper. 25. Learned counsel for the applicant-company has handed over the affidavit of Ms. Kamna Tiwari, Company Secretary who is authorised signatory of the company, stating about the details of the Regulators to which the notice of meeting is required to be issued. It is stated that there is no other Sectoral Regulator(s) of the company other than the statutory authorities and Reserve Bank of India. The same be taken on record. 26. We have heard the learned counsel for the Applicant company and have perused the records and the supporting documents/papers filed along with the Scheme contemplated between the companies. 27. The learned counsel for the Applicant Company has also represented that the Applicant Company has filed financial statements as on 31.03.2018 as Annexure A-4. CA No. 49/2019 was filed for placing on record the unaudited provisional financial statements as on 30.09.2018 in respect of the Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate, Kothi No. 79, Sector 16-A, Chandigarh, Mobile No. 9717313618 is appointed as the Alternative Chairperson for the meeting to be called under this order. An amount of ₹80,000/- (Rupees eighty thousand only) be paid to him for his services as the Alternative Chairperson. E. CS Mr. Surinder Kumar Jolly, Mobile No. 09810539513, e-mail id: [email protected] and [email protected] is appointed as the Scrutinizer for the above meeting to be called under this order. An amount of ₹ 70,000/- (Rupees seventy thousand only) be paid to her for her services as the Scrutinizer. F. The fees of the Chairperson, Alternative Chairperson and Scrutinizer along with travelling expenses and other out of pocket expenses for them shall be borne by the Applicant/Resulting Company No. 6. G. It is further directed that individual notice of the said meeting shall be sent by the Applicant/Resulting Company No. 6 to the equity shareholders and unsecured creditors through registered post or speed post or through courier or e-mail, 30 days in advance before the schedule date of meeting, indicating the day, date, the place and time as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive/Company Secretary of the Applicant/Resulting Company No. 6 and the Scrutinizer, who will assist the Hon ble Chairperson and Alternate Chairperson in preparing and finalizing the report. M. The Applicant/Resulting Company No. 6 shall individually and in compliance of sub-section (5) of Section 230 of the Act and Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 send notices in Form No. CAA-3 along with copy of the Scheme, Explanatory Statement and the disclosures mentioned in Rule 6 of the Rules to (i) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Registrar of Companies, NCT of Delhi and Haryana, (iii) Income Tax Department through the Nodal Officer Principal Commissioner of Income Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh and Commissioner of Income Tax within whose jurisdiction the Applicant Companies are assessed by mentioning the PAN number of the Applicant Companies; (iv) Reserve Bank of India, Regional Office, New Delhi and such other sectoral regulator(s) governing the business of the Applicant/Resulting Company No. 6 , if any, stating that represen ..... 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