9911796707
TMI Blog2021 (3) TMI 808X X X X Extracts X X X X X X X X Extracts X X X X ..... stands allowed - CA ( CAA ) No. 44/Chd/Hry/2020 - - - Dated:- 1-3-2021 - HON BLE AJAY KUMAR VATSAVAYI, MEMBER (JUDICIAL) And HON BLE MR. RAGHU NAYYAR, MEMBER (TECHNICAL) For the Applicants : Mr. Nesar Ahmad, Practising Company Secretary Mr. G.S. Sarin, Practising Company Secretary Mr. Rohit Chaudhary, Advocate ORDER Per : Ajay Kumar Vatsavayi , Member ( Judicial ) This is a Joint First Motion application filed by the Applicant Companies herein, namely Panasonic India Private Limited (Applicant/Transferor Company) and Panasonic Life Solutions India Private Limited (Applicant/Transferee Company) jointly referred as Applicant Companies under Sections 230 to 232 of the Companies Act, 2013 (for brevity the Act ) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the Rules ) for sanction of the Scheme of Amalgamation (hereinafter referred to as the Scheme ) attached as Annexure- 3. 2. The Board of Directors of the Applicant Companies unanimously approved the Scheme (Annexure-3) vide their Board Resolutions dated 14.09.2020 attached as Annexure- 9 and Annexure- 17 respectively. 3. As per the Memorandum and Articles ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, bells, buzzers, fuse, switch gears, switch boards, motors, heaters, capacitors, motor starters, of all kinds and description including components, parts, materials and accessories thereof. etc. 7. The Transferee Company is a Private Limited Company incorporated on 02.04.1981 under the name and style of Anchor Electricals Private Limited under the provisions of Companies Act, 1956. Thereafter, the name of the company was changed to Panasonic Life Solutions India Private Limited. Subsequently, the registered office of the company was shifted from the State of Maharashtra to Haryana and a fresh Certificate of Registration was issued by the ROC, NCT of Delhi and Haryana on 26.08.2020. Copies of Certificate of Incorporation are enclosed as Annexure-13 (colly) of the application. 8. The Authorised, Issued, Subscribed and Paid-Up Share Capital of the Transferee Company (Annexure A-15), as per the Audited Balance Sheet as on 31.03.2020 is as under: - AUTHORISED SHARE CAPITAL AMOUNT(Rs. IN MILLION) 4,500,000,000 Equity Shares of INR 10/- each 45,000.00 500,000,000 7% Non- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t-Companies submitted that there are 2 (two) equity shareholders in the Transferor Company. Both the equity shareholders of the Transferor Company have given their consent affidavits / No Objection Certificates to the said Scheme of Amalgamation. The list of equity shareholders as on 31.10.2020 certified by the Transferor Company along with their respective consent affidavits are attached as Annexure 10 (Colly) of the application. 15. As per the certificate of MRKS Associates, Chartered Accountant (Annexure-11) there are nil secured creditors in Applicant No. 1 / Transferor Company as on 31.08.2020. 16. Learned counsel for the applicants submitted that the Transferor Company has 494 Unsecured Creditors with total outstanding amount of ₹ 14,07,43,24,976/- as on 31.08.2020. Out of 494 unsecured creditors, 25 Unsecured Creditors of the Transferor Company No. 1 with total outstanding amount of ₹ 12,83,71,10,358/- and representing 91.21% in value as on 31.08.2020 have given their consent/no objection to the scheme of amalgamation by way of consent affidavits. The Certificate from Chartered Accountant certifying the status of unsecured creditors of the Transferor Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Holistic customer solutions Transferor Company and Transferee Company's portfolios are complementary products. A joint-go-to market by the two entities can help create a significant presence in the solutions market and provide holistic customer solutions by leveraging and synchronizing product portfolios of the two entities and building upon the technical and commercial capabilities of each other; Broad market and sales opportunities - Transferor Company and Transferee Company can cross-leverage each other's existing sales channels/ networks and business experience to expand nationally (Tier 2 and Tier 3 cities) and internationally and, therefore, bring in more sales opportunities for the combined entity. Presently, Transferee Company has strong presence in domestic market which would be built upon by Transferor Company while Transferor Company has sales network in International markets which can be useful for Transferee Company to expand. Increased value to customer Transferor Company has developed an artificial intelligence-based Internet of Things (IoT) platform, which connects appliances, providing remote access to the user through a smartphone appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company resulting in issue of 2,591,034 (Twenty Five Lakhs Ninety One Thousand Thirty Four) equity shares of INR 10 each fully paid up. 23. The Scheme (Annexure 3) also deals with and takes care of the interest of staff, workmen and employees of Transferor-Company by virtue of Clause 5.6 (Part II of the Scheme). 24. It is also stated that Clause 5.4 (Part II of the Scheme) deals with Transfer of Legal Proceedings and states as follows: Without prejudice to the generality of the Clause 5.1 above, upon coming into effect of this Scheme and with effect from the Appointed Date, all legal, tax, quasi-judicial, administrative, regulatory or other proceedings of whatsoever nature by or against the Transferor Company pending and/or arising on or after the Appointed Date shall not abate or be discontinued or be in any way prejudicially affected by reason of the Scheme or by anything contained in this Scheme but shall be continued and enforced by or against the Transferee Company in the manner and to the same extent as would or might have been continued and enforced by or against the Transferor Company without any further act, instrument, deed, matter or thing being made, don ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
