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TMI Blog2020 (11) TMI 681X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Amalgamation of the aforesaid Companies. The Applicant Companies are directed to present a Petition to this Tribunal in Form No.CAA-5 for sanction of the Scheme of Amalgamation of Narmada Design and Construction Private Limited and Narmada Builders and Traders Private Limited with Rhea Traders Private Limited. Application disposed off. - CA(CAA)/01/KOB/2020 - - - Dated:- 12-11-2020 - Hon ble Shri Ashok Kumar Borah, Member (Judicial) For the Applicants : Shri A. Narayanan, Advocate ORDER Under consideration is the Company Application No. CA(CAA)/01/KOB/2020. This Application has been filed under Section 230-232 of the Companies Act, 2013 for Amalgamation of Narmada Design and Construction Private Limited (hereinafter referred to as First Transferor Company ) and Narmada Builders and Traders Private Limited (hereinafter referred to as Second Transferor Company) with Rhea Traders Private Limited (hereinafter referred to as Transferee Company) The reliefs sought in the Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... siness of the amalgamated company. (v) The business can be conveniently and advantageously combined together. (vi) The Amalgamation would also enable optimum utilization of various facilities, better planning and execution of orders. (vii) The Scheme will enable expansion and development of business of all the companies. (viii) Amalgamation will contribute in furthering and fulfilling the objectives and business strategies of all the companies. (ix) The business of the Transferor Companies can be advantageously combined with the operations of the Transferee Company by merger of the Transferor Company with the Transferee Company. (x) To enhance shareholder value by simplifying the management structure, leading to better administration and a reduction in costs by rationalization, standardization and simplification of business process and elimination of duplication. Transferor Companies are proposed to be amalgamated with the Transferee Company followed by dissolution without winding up of the Transferor Companies. 3. The Audited Balance sheets of the First Transferor Company as on 31.3.2019, the statement of Profit and Loss for the year ending 31.03.2019 and Audi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies be amalgamated by way of merger as per the Scheme of Amalgamation. The Scheme of Amalgamation was approved on 08.10.2019 by the respective Boards of the First Transferor Company, Second Transferor Company and the Transferee Company. The Board of Directors approved the Resolution of the Applicant Companies and approved the Scheme of Amalgamation between the First Transferor Company and the Second Transferor Company with the Transferee Company which are also placed on record. 6. The major terms on which the Amalgamation of the Companies is proposed are as follows. (a) With effect from the appointed date i.e. 01.04.2019, the assets and liabilities of the Transferor Companies will be transferred to and vested in the Transferee Company. (b) The consideration of the Transfer and vesting of all the assets and liabilities of the Transferor Companies in the Transferee Company, the Transferee Company shall without any further application or deed, issue at par and allot to every member of the Transferor Companies, holding fully paid up Equity Shares in the Transferor Companies and whose names appear in the Register of Members of the Transferor Companies on such date (hereinafter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rhea Traders Private Limited. Separate affidavits sworn to by 9 Members/Shareholders of the Transferee Company, expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the Scheme have been produced. b) The Certificate issued by the Chartered Accountant certifying that as per the books of accounts there is no Secured Creditors in the company as on 30.09.2019, is also produced. c) Separate affidavits sworn to by 13 Unsecured Creditors of the Transferee Company expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme are also produced. 10. On 25.02.2020 this Tribunal considered the first prayer of the Applicant to dispense with the convening and conducting of the meeting of the Equity Shareholder and Secured and Unsecured Creditors of the Applicant Companies and found that the same cannot be granted at that stage. Hence, in order to consider the alternative prayers, the Applicant produced the name of the Chairperson to conduct the meeting of Shareholders and Creditors. .After hearing the learned counsel for the Applicant, and considering the name submitted by t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9.30am. The meeting was attended either personally or proxy by the Seven Unsecured Creditors of the company entitled together to ₹ 7,27,717/- representing 100% of the total value of debts of the company. The Scheme of Amalgamation was explained by the Chairperson to the Unsecured Creditors and they unanimously approved and agreed the Scheme of Amalgamation. 12. As per the report submitted by the Chairperson by the advertisement dated 7th day of March, 2020 the meeting of the Equity Shareholders of the Second Transferor Company was held on 8th day of April,2020 at 11.30am. The meeting was attended either personally or by proxy by the Nine Members of the company entitled together to ₹4,15,000/- representing 100% of the total value of the equity shares of the company. The Scheme of Amalgamation was explained by the Chairperson and the Equity Shareholders unanimously approved and agreed the Scheme of Amalgamation and the Chairperson conducted the meeting of the Unsecured Creditors on 8th April, 2020 at 11 am. The meeting was attended either personally or proxy by the Seven Unsecured Creditors of the company entitled together to ₹14,06,029/- representing 100% of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... report before this Tribunal on 09.10.2020. 15. In the report of the Chartered Accountant, he has concluded as under:- a) CONTINGENT LIABILITIES The Audited Financial Statements of the Transferor Company (NDCPL) has reported Nil contingent liabilities for the Financial Year 2018-19. b) INTEREST OF CREDITORS The Transferor Company does not have secured creditors. The Transferor Company has 07 (seven) unsecured creditors as on 30th September, 2019 as per the Petition submitted before the National Company Law Tribunal (NCLT) the amount due to them is ₹ 7,27,717/- (Rupees Seven Lakh Twenty-Seven Thousand Seven Hundred Seventeen Only). The Hon'ble NCLT directed to convene the meeting of the Unsecured Creditors of the Transferor Company on 08th April, 2020 at 9.30 a.m. at E9, Jubilee Shopping Complex, Thalassery- 670101. No copy of the Chairman's Report (CAA-4) on the Meeting was produced and hence we are unable to comment on the proceedings of the Meeting. c) INTEREST OF EQUITY SHARE HOLDERS The Transferor Company has 9 (nine) equity shareholders. The meeting of the Equity Shareholders was convened on 08th April, 2020 at 10.30 a.m. at E9, Jubilee Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) the Meeting of the Shareholders held on 08th April, 2020 at 10.30 a.m. at E9, Jubilee Shopping Complex, Thalassery- 670101 as the Chairman's Report (CAA-4) on the above were not produced. After the detailed scrutiny of the Books and Records of the Transferor Company and on perusing the Scheme of Amalgamation, and subject to the observations in ANNEXURE- C to this Report, the Chartered Accountant is in the opinion that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or creditors or against public interest. 16. Heard the arguments advanced by Shri A. Narayanan, the learned counsel for the Applicant Companies and thoroughly perused the whole documents attached with the Application, including the report of the Chairperson and the Chartered Accountant. Since the Chairperson appointed by this Tribunal and the Chartered Accountant reported that there is no impediment in the Amalgamation of the Companies namely M/s Narmada Design and Construction Private Limited and M/s Narmada Builders and Traders Private Limited with M/s Rhea Traders Private, this Tribunal pass the following order: - ORDER (i) In compl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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