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TMI Blog2020 (9) TMI 126X X X X Extracts X X X X X X X X Extracts X X X X ..... - C. A. (CAA) No. 38/NCLT/AHM/2020. - - - Dated:- 2-7-2020 - Ms. Manorama Kumari (Judicial Member) And Chockalingam Thirunavukkarasu (Technical Member) For the Applicants : Kunjan Dalal , Practising Company Secretary ORDER MS. MANORAMA KUMARI (JUDICIAL MEMBER). - 1. The instant joint application is filed under sections 230-232 of the Companies Act, 2013 ( the Act ) read with rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( the Rules ), seeking directions of this Tribunal for dispensation of meeting of the equity shareholders of both the applicant-companies and convening the meeting of unsecured creditors of applicant transferee company for the purpose of considering and if thought fit, approving, with or without modification, the scheme of amalgamation between Prerna Infrastructure P. Ltd. ( applicant-transferor company ) and Aditya Timpack P. Ltd. ( applicant-transferee company ). 2. Applicant-company No. 1, namely, Prerna Infrastructure P. Ltd. ( hereinafter referred as transferor company ) is primarily engaged in the business of acquiring, altering, buying, dealing, selling, hire, allow, occupy, control, maintain, op ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the copy of necessary board resolution proposing and considering scheme is annexed at pages 77 and 78 of the application. 6. The applicant-transferor company, namely, Prerna Infrastructure P. Ltd., was originally incorporated on September 16, 2008 as Prerna Infrastructure P. Ltd., and registered with the Registrar of Companies, Gujarat under the provisions of the Companies Act, 1956. The company is a private limited company limited by shares. The applicant-transferor company has annexed with the application, a copy of the memorandum and articles of association of the applicant-transferor company is annexed as annexure 1A colly. The authorised share capital of the applicant-transferor company is ₹ 2,00,000 and the paid-up share capital is ₹ 1,00,000 as on March 31, 2019. The applicant-transferor company has annexed with the application, a copy of the audited balance-sheet as of March 31, 2019 is annexed as annexure 4 at pages 79-89. It is stated by the applicant-transferor company that subsequent to the above date and till the date of filing the scheme, there is no change in the issued, subscribed and paid-up capital of the applicant-transferor company. The board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies and provisional financial statements of both the companies as on January 31, 2020 are also annexed with the application as annexures 4, 9 and 15 respectively. 12. It is stated that the scheme of amalgamation has been approved by the respective board of directors of the applicant-companies. The copies of the board resolution are annexed with the application as annexure 3 colly. 13. It is stated that applicant-companies are unlisted private limited companies. The transferor company is wholly owned subsidiary of transferee company. The amalgamation do not involve issue of shares to the share-holders of the transferor company and hence no valuation report is required. 14. It is stated that none of the applicant-companies is registered with Reserve Bank of India (RBI) and none of the shareholders or creditors is a non-resident or Foreign National and RBI Act is not applicable. All the applicant-companies are unlisted entities and Securities and Exchange Board of India (SEBI) Act and Regulations are not applicable to the applicant-companies. The applicant-companies do not meet the threshold limits relating to assets and turnover as mentioned in the Competition Act, 2002 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all be convened and held at the registered office of the transferee company at Kapdai Faliya, Gandevi Road, Devsar, Taluka-Gandevi, Bili mora District, Navsari-396 380 on August 10, 2020 at 11.00 a.m. for the purpose of considering and if thought fit approving the proposed scheme of amalgamation with or without modifications. (iv) At the aforesaid meetings of unsecured creditors of the applicant transferee company voting shall be carried out through ballot/polling paper at the venue of the meeting. (v) At least one month before the date of aforesaid meeting a notice in Form No. CAA-2 convening the aforesaid meeting indicating the day, the date, the place and the time as aforesaid together with the copy of the scheme of the amalgamation, copy of explanatory statement required to be sent under section 102 of the Act read with sections 230 and 232 of the Act and rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the unsecured creditors of the applicant-transferee company at their respective or last known address either by registered post, speed post or by courier or by e-mail. The notice sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the applicant-transferee company shall be in accordance with the entries in the books of account of the applicant-transferee company and where the entries in the records are disputed the chairman of the aforesaid meeting shall determine the value for the purpose of the meeting. (xiii) The chairperson to file an affidavit not less than 7 days before the date fixed for holding of meeting and to report to this Tribunal that directions regarding issuance of notices and advertisements of the meeting have been duly complies with as per rule 12 of the Companies (CAA) Rules, 2016. (xiv) It is further ordered that chairman shall report to this Tribunal result of the meeting in Form No. CAA-4 verified by his affidavit as per rule 14 of the Companies (CAA) Rules, 2016 within 7 days after conclusion of the meeting. (xv) In compliance with sub-section (5) of section 230 of the Act and rule 8 of the Rules, all the applicant-companies shall send a notice under sub-section (3) of section 230 read with rule 6 of the Rules with a copy of the scheme of amalgamation, the explanatory statement and the disclosures mentioned in rule 6 to (1) Central Government through the Regional Director, N ..... X X X X Extracts X X X X X X X X Extracts X X X X
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