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TMI Blog2019 (6) TMI 1382X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited, Chunri Prints Private Limited, Kolaveri Textile Private Limited, Paneri Textiles Private Limited, Vesta Tex Private Limited, Seasons Agro Chem India Private Limited and Ostwal Phoschem (India) Limited Shri R. Varadharajan Hon'ble Member (JUDICIAL) Counsel for the Petitioners: Ajatshatru Mina, Advocate Aishwarya, Advocate ORDER 1. This is an application which is filed by the applicant Companies herein, namely Alovera Tradelink Private Limited (for brevity Transferor Company No. I ), Destiny Exim Private Limited (for brevity Transferor Company No. 2 ), Dove Creations Private Limited (for brevity Transferor Company No. 3 ), Duggal Tex Private Limited (for brevity Transferor Company No. 4 ), Archid Products Private Limited (for brevity Transferor Company No. 5 ), Chunri Prints Private Limited (for brevity Transferor Company No. 6 ) Kolaveri Textile Private Limited (for brevity Transferor Company No. 7 ), Paneri Textiles Private Limited (for brevity Transferor Company No. 8 ), Vesta Tex Private Limited (for brevity Transferor Company No. 9 ) Seasons Agro Chem India Private Limited (for brevity Transferor Company N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and it is also represented that the registered office of all the applicant Companies are situated within the territorial jurisdiction of Jaipur Bench of this Tribunal and falling within the purview of Registrar of Companies, Jaipur. 3. The applicant has furnished the details of the Shareholders, Secured Creditors and Unsecured Creditors in the Scheme of the applicant companies as on date which are as follows; Sr. No. Name of the Company No. of Shareholder No. of Secured Creditors No. of Unsecured Creditors 1. Alovera Tradelink Private Limited (Transferor Company No. 1) 11 NIL NIL 2. Destiny Exim Private Limited (Transferor Company No.2) 9 NIL NIL 3. Dove Creations Private Limited (Transferor Company No.3) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings of the shareholders as well as the secured and unsecured creditors. 4. Learned counsel for the Applicants also represents that the provisions of Section 23 of the Companies Act, 2013 will not apply. In relation to the territorial jurisdiction, learned counsel for the Applicant Companies submit that since the Registered Office of the respective Companies fall within the purview of Registrar of Companies, Jaipur this Tribunal has the necessary territorial jurisdiction to entertain the joint application. 5. We have perused the joint application and the connected documents apers filed therewith including the Scheme of Arrangement by way of Amalga ation contemplated between the Applicant Companies. 6. Perusal of the application filed by the applicants indicate the details of the capital structure of the applicant companies which are given by way of tabulation as follows; Sr. No. Name of the Company Date of Incorporation Authorized Share Capital Issued, Paid up and Subscribed Share Capital CIN No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2012PTC062998 8. Paneri Textiles Private Limited 14.06.1994 ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each Rs. 5,93,400/- divided into 59,340 equity shares of ₹ 10/- each. UI 7119RJ1994PTC062883 9. Vesta Tex Private Limited 16.10.1990 ₹ 40,00,000/- divided into 4,00,000 equity shares of ₹ 10 each ₹ 39,99,960/- divided into 3,99,996 equity shares of ₹ 10/each. U17110RJ1990PTC063074 10 Seasons Agro Chem India Private Limited 01.06.2004 ₹ 3,00,000,000/-divided into 30,00,000/- equity shares of ₹ 10/each ₹ 2,79,83,580/- divided into 27,98,358 equity shares of ₹ 10/each. U24219RJ2004PTC019350 11 Ostwal Phoschem (India) Limited 06.01.1989 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es is required to be held. (ii) With respect to Secured Creditors Since it is represented by the Transferor Companies that there is only one Secured Creditor in the Transferor No. 10 Company whose consent affidavit have been obtained and is placed on record. It is also represented that Transferor No. 1-9 companies has no secured Creditor. Therefore, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the schemes dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferor Companies that there are no unsecured Creditor in the Transferor No. 1-9 Companies, therefore, their meetings are not required to be called for and in relation to Transferor No. 10 Company there are 17 unsecured creditors, it is seen that consent affidavits of 6 unsecured creditors (having 96.83 % in value terms) are available as filed by the Applicant Company. Therefore, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (B) In relation to Transferee Company: i) With respect to Equity Shareholders: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor No. 8 company at 11:00 A.M on 10.08.2019. (i) Meeting of the equity shareholder of Transferor No. 9 company at 12 noon on 10.08.2019, (j) Meeting of the equity shareholder of Transferor No. 10 company at 2:00 P.M on 10.08.2019. (k) Meeting of the equity shareholder of Transferee company at 3:00 P.M on 10.08.2019. The venue of the meetings shall be at the respective registered office of the Applicant Companies. The quorum for the meeting of equity shareholders respectively shall be 25 % in both value terms and as well number wise: - (i) In case the quorum as noted above for the above meetings of the respective Applicant Companies are not presenthat the meeting, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the Applicant Companies at least 48 hours before the meetings. The Chairperson and Alternate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ballot or through electronic means as may be applicable to the respective companies under the Act and rules framed thereunder. (vii) The companies shall individually send notice to Central Government, the Income Tax Authorities indicating the respective PAN Nos., Registrar of Companies Jaipur, Rajasthan, Official Liquidator and Regional Director, RBI as well as other sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of companies Act, 2013 read with Companies (Companies, Arrangements, Amalgamations) Rules, 2016. (viii) The applicant companies shall further furnish copy of the Scheme free of charge within 1 day for the Scheme made by every equity shar holder and creditor of the company entitled to attend the meeting as aforesaid. (ix) The authorized representative of the Applicant Companies shall furnish an affidavit of service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meeting. (x) All the aforesaid d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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