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TMI Blog2019 (8) TMI 749X X X X Extracts X X X X X X X X Extracts X X X X ..... any representation under sub-section (5) of section 230 shall send the same to this Tribunal within a period of 30 (thirty) days from the date of receipt of such notice, failing which it shall be deemed that they have no representation to make on the proposed scheme. Application disposed off. - Company Application No. C. A. (CAA) No. 392 /ALD/ 2018. - - - Dated:- 28-1-2019 - BIKKI RAVEENDRA BABU Judicial Member and MS. SAROJ RAJWARE Technical Member Rajeev K. Goel , for the applicant. ORDER This first motion application under sections 230, 232 and 66 of the Companies Act, 2013 (here- inafter referred to as the Act ) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the Rules ) is filed by applicants Nos. 1 to 11 companies seeking directions of this Tribunal to convene separate meetings of shareholders of the transferor company No. 1 ; secured creditors of the transferor companies Nos. 2 and 10 and the transferee company ; and unsecured creditors of transferor company No. 2 and the transferee co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The company is an authorised dealer of Fiat Chrysler Automobiles. The company has also made investments in securities. Thus, transferor company No. 2 has two distinct business, viz., sale and service of automobiles and investment business. 4. In the application, it is stated that transferor company No. 3 is an unlisted private company registered under the provisions of the Companies Act, 1956. The authorised share capital of transferor company No. 3 is ₹ 50,00,000 divided into 50,000 equity shares of ₹ 100 each. The issued, subscribed and paid-up share capital is ₹ 36,00,000 divided into 36,000 equity shares of ₹ 100 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A3/1 and are placed at page Nos. 371 to 394. Presently, transferor company No. 3 is engaged in agriculture business and other related activities. The company is also planning to diversify into automobile sales and servicing business in the State of Uttarakhand. The company has also made investments in securities. Thus, transferor company No. 3 has two distinct business, v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and marked as annexure A6/1 and are placed at page Nos. 726 to 763. Presently, transferor company No. 6 is engaged in agriculture business and other related activities. The company has also made investments in securities. Thus, transferor company No. 6 has two distinct business, viz., agriculture business and investment business. 8. In the application, it is stated that transferor company No. 7 is an unlisted private company registered under the provisions of the Companies Act, 1956. The authorised share capital of transferor company No. 7 is ₹ 1,00,00,000 divided into 10,00,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up share capital is ₹ 99,20,000 divided into 9,92,000 equity shares of ₹ 10 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A7/1 and are placed at page Nos. 831 to 896. Presently, transferor company No. 7 is engaged in agriculture business and other related activities. The company has also made investments in securities. Thus, transferor company No. 7 has two distinct business, viz., agricul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd marked as annexure A10/1 and are placed at page Nos. 1189 to 1209. Presently, transferor company No. 10 is engaged in agriculture business, tissue culture plants and other related activities. The company has also made investments in securities. Thus, transferor company No. 10 has two distinct business, viz., agriculture business and investment business. 12. In the application, it is stated that the transferee company is an unlisted public company registered under the provisions of the Companies Act, 1956. The authorised share capital of the transferee company is ₹ 40,00,00,000 divided into 40,00,000 equity shares of ₹ 100 each. The issued, subscribed and paid-up share capital is ₹ 34,66,59,100 divided into 34,66,591 equity shares of ₹ 100 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A11/1 and are placed at page Nos. 1263 to 1312. Presently, the transferee company is engaged in the business of sand mining, stone crushing ; manufacturing of stone grit, limestone and other related activities. 13. The material pla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor companies into the transferee company would result in busi ness synergy, consolidation and pooling off the resources pertaining to the investment business. (e) The proposed demerger will streamline the holding structure of various group companies and simplify the corporate structure. (f) It will impart better management focus, will facilitate administrative convenience and will ensure optimum utilization of various resources by these companies. (g) The proposed demerger will provide scope for independent expansion of various businesses. It will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their business. (h) Transferor company No. 2-LSC Autowheels P. Ltd., has made an allotment of 23,81,927 equity shares of ₹ 10 each at a premium of ₹ 2 per share on June 19, 2017. Whereas the transferee company-LSC Infra tech Ltd., has made two allotments, viz., 83,043 equity shares and 52,767 equity shares having face value of ₹ 100 each at a premium of ₹ 189 per share on April 26, 2017 and June 7, 2017 respectively. Due to various reasons, transferor comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her reserves, as the case may be, to account for the proposed demerger in their books of account. Save as mentioned above, there is no proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between the respective demerged business of the transferor companies and the transferee company, as the case may be. 19. Learned counsel for the applicant-companies filed details of share- holders, secured creditors and unsecured creditors detailed below : (i) Transferor company No. 1 has 22 (twenty two) shareholders holding aggregate 29,99,100 shares. (ii) Transferor company No. 2 has 8 (eight) shareholders and all have given their consents by way of deposing individual affidavits. (iii) Transferor company No. 3 has 9 (nine) shareholders and all have given their consents by way of deposing individual affidavits. (iv) Transferor company No. 4 has 11 (eleven) shareholders and all have given their consents by way of deposing individual affidavits. (v) Transferor company No. 5 has 10 (ten) shareholders and all have given their consents by way of deposing individual affidavits. (vi) Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 4 has 3 (three) unsecured creditors and all have given their consents by way of deposing individual affidavits. (xxvii) Transferor company No. 5 has 3 (three) unsecured creditors and all have given their consents by way of deposing individual affidavits. (xxviii) Transferor company No. 6 has 3 (three) unsecured creditors and all have given their consents by way of deposing individual affidavits. (xxix) Transferor company No. 7 has 1 (one) unsecured creditor including current liabilities and has given its consent by way of deposing affidavit. (xxx) Transferor company No. 8 has 2 (two) unsecured creditors including current liabilities and all have given their consents by way of deposing individual affidavits. (xxxi) Transferor company No. 9 has 3 (three) unsecured creditors including current liabilities and all have given their consents by way of deposing individual affidavits. (xxxii) Transferor company No. 10 has 4 (four) unsecured creditors including current liabilities and all have given their consents by way of deposing individual affidavits. (xxxiii) The transferee company has around 3,442 (three thousand four h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts given by the shareholders of transferor companies Nos. 2 to 10 and the shareholders of the transferee company, the requirement of convening meetings of the shareholders of transferor companies Nos. 2 to 10 and shareholders of the transferee company, for the purpose of considering and if thought fit approving the proposed scheme of arrangement, is dispensed with. 24. As stated, there is no secured creditor in transferor companies Nos. 1 and 3 to 9, accordingly, the requirement of convening the meetings of the secured creditors of transferor companies Nos. 1 and 3 to 9, for the purpose of considering and if thought fit approving the proposed scheme of arrangement, is dispensed with. 25. This Tribunal directs that, in view of consent affidavits given by the unsecured creditors of transferor companies Nos. 1, 3 to 10, the requirement of convening meetings of the unsecured creditors of transferor companies Nos. 1 and 3 to 10, for the purpose of considering and if thought fit approving the proposed scheme of arrangement, is dispensed with. 26. Further as prayed, a meeting of the shareholders of transferor company No. 1 will be held on Friday, March 29, 2019 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce of the applicant-companies. The publication shall also indicate that the statement required to be furnished pursuant to section 102 of the Act read with sections 230, 232 and 66 of the Act, and the prescribed form of proxy can be obtained free of charge at the registered office of the applicant companies in accordance with second proviso to sub-section (3) of section 230 and rule 7 of the Companies (CAA) Rules, 2016. 33. At least one month before the date of the meetings to be held as aforesaid, a notice in Form No. CAA 2 convening the said meetings, indicating the day, date, place and time aforesaid, together with a copy of the scheme of arrangement, a copy of statement required to be furnished pursuant to section 102 of the Act read with sections 230 to 232 and rule 6 of the Companies (CAA) Rules, 2016 and the prescribed form of proxy shall be sent by registered post or speed post or registered post or by courier or e-mail or hand delivery, addressed to each of the shareholders, secured creditors and unsecured creditors of the transferor companies and of the transferee company, as the case may be, at their respective registered or last known addresses or e-mail addres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rum. 38. The number and value of the shareholder/secured/unsecured creditors shall be in accordance with the records or registers of the applicant-companies and where the entries in the records or registers are disputed, the chairperson of the meetings shall determine the number or value, as the case may be for purpose of the meeting. 39. The chairperson appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meeting referred to above. The chairperson is free to avail the services of the applicant-companies or any agency for carrying out the aforesaid directions. The chairperson shall have all the powers under the articles of association of the applicant-companies and also under the rules in relation to the conduct of the meeting, including for deciding any procedural questions that may arise at the meeting or adjournment(s) to the aforesaid scheme or resolution, if any, proposal at the aforesaid meeting by any person(s) and to ascertain the decision of the sense of the meeting of the shareholders, secured and unsecured creditors by ballot/polling paper at the venue of the meeting. 40. Voting by proxy/authorized ..... X X X X Extracts X X X X X X X X Extracts X X X X
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