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TMI Blog2021 (8) TMI 540X X X X Extracts X X X X X X X X Extracts X X X X ..... ipat Solar Power Private Limited ( Transferor Company 2 / Applicant Company No. II) and ACME Cleantech Solutions Private Limited ( Transferee Company / Applicant Company No. III) (collectively described as Applicant Companies ) under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (for brevity, the Act ) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the Rules ) for sanctioning of the proposed Scheme of Amalgamation (for short, the Scheme ).The Scheme is attached at Annexure A of the application. The contents of the application are supported by the affidavit of Mr. Rajesh Sodhi, the authorized signatory of the Applicant Companies. The joint application is maintainable in terms of Rule 3(2) of the Rules. 2. The learned authorized representative represented that the Board of Directors of the Applicant Companies have unanimously approved the Scheme (Annexure D4, C4 and D4 of the application) vide their Board Resolutions dated 19.02.2021. 3. As per the Memorandum and Articles of Association (Annexure - B1 (Colly)), the main objects of Applicant /Transferor Company 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mited company to public limited company, consequent to which the name of the company was changed to ACME Telecom Assets Limited and a fresh certificate of incorporation was issued on May 08, 2009. Finally, in the year 2017, the name of the Applicant Company No. I was changed to its present name viz. ACME Cleantech Infraventure Limited and a fresh certificate of incorporation was issued on June 12, 2017. The corporate identification number of the Applicant Company No. I is U71290HR2006PLC071584. The registered office of the Applicant Company No. I is presently situated at Plot No. 152, Sector 44, Gurugram, Haryana- 122002. It is also stated that the Applicant Company No. I is a wholly owned subsidiary of the Applicant Company No. III. 5. The authorized, issued, subscribed and paid-up share capital of the Applicant /Transferor Company-1 as on 31st December, 2020 is stated to be as under: - Particulars Amount (in Rs.) Authorized Share Capital: 50,00,000 equity shares of ₹ 10/- each 5,00,00,000 Total 5,00,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... systems and networks and to lay cables, wires, accumulators, plants, motors, meters, apparatus, computers, telecommunication and telemetering equipments and other materials connected with generation, transmission, distribution, supply and other ancillary activities relating to the electrical power and to undertake for and on behalf of others all these activities in any manner. 7. It is stated that the Applicant Company No. II or Transferor Company 2 is a private limited company incorporated on 20th January, 2016 under the provisions of Companies Act, 2013 under the name and style of ACME Panipat Solar Power Private Limited . The corporate identification number of the Applicant Company No. II is U40300HR2016PTC057867. The registered office of the Applicant Company No. II is presently situated at Plot No. 152, Sector 44, Gurugram, Haryana- 122002. The shares of Applicant Company No. II has never been listed on any stock exchange. It is further stated that the Applicant Company No. II is a wholly owned subsidiary of the Applicant Company No. III. 8. The authorized, issued, subscribed and paid-up share capital of the Applicant / Transferor Company 2 as on 31st December, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee Company is a private limited company incorporated on January 14, 2003 under the provisions of Companies Act, 1956 under the name and style of ACME Tele Power Private Limited and subsequently, consequent upon conversion of status to public limited company the name of the Applicant Company No. III was changed to ACME Tele Power Limited and a fresh certificate of incorporation was issued on August 29, 2005. Further, in the year 2013, the name of the Applicant Company No. III was again changed to ACME Cleantech Solutions Limited and in this respect, a fresh certificate of incorporation was issued on February 22, 2013. Finally, in the year 2015, the status of the Applicant Company No. III was changed from public limited company to private limited company, consequent to which the name of the company was changed to its present name viz. ACME Cleantech Solutions Private Limited and a fresh certificate of incorporation was issued on March 24, 2015. The registered office of the Applicant Company No. III is presently situated at Plot No. 152, Sector 44, Gurugram, Haryana- 122002. 11. The authorized, issued, subscribed and paid-up share capital of the Applicant /Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the scheme of compromise or arrangement and there is no scheme of corporate debt restructuring included in the compromise or arrangement (Annexure-F). 14. The Applicant Companies have made the revised prayers by affidavit filed vide Diary no.00497/2 dated 08.07.2021 for the following directions:- a) dispensation from convening meetings of equity shareholders of the Applicant Companies; b) dispensation from convening meeting of preference shareholders of Applicant Company No. III; c) dispensation from convening meetings of unsecured creditors of the Applicant Company No. II; d) dispensation from convening meetings of secured creditors of the Applicant Company No. III; e) directions for convening meeting of unsecured creditors of the Applicant Company No. I on August 28, 2021 through video- conferencing at 12:00 p.m.; f) directions for convening meeting of unsecured creditors of the Applicant Company No. III on August 28, 2021 through video- conferencing at 2:00 p.m.; g) While passing necessary directions for convening the meetings, as aforesaid, this Hon ble Tribunal may be pleased to pass appropriate directions for publication of joint notices a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itors for an outstanding debt of ₹ 27,11,156/- as on December 31, 2020. A certificate of M/s S. Tekriwal Associates, Chartered Accountants, statutory auditors of the Applicant Company No. I certifying the list of unsecured creditors of the Applicant Company No. I as on December 31, 2020 is annexed as Annexure-B7. It is prayed to convene the meeting of the unsecured creditors of the Applicant Company No. I to consider the Scheme. 18. Learned authorized representative for the Applicant Companies submitted that the Applicant /Transferor Company - II have 2 (two) equity shareholders as on February 19, 2021. The said equity shareholders of the Applicant Company No. II have given their consents, by way of affidavits, to the Scheme and have also waived the requirement of convening their meeting for considering and approving the Scheme under section 230 to 232 of the Act. The list of equity shareholders of the Applicant Company No. II duly certified by M/s S. Tekriwal Associates, Chartered Accountants along with their respective consent affidavits was annexed as Annexure-C5 (Colly.). 19. As per list attached at Annexure-C6, that the Applicant Company No. II has no secured c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ance of ₹ 35,37,080/- (Rupees Thirty-Five Lakh Thirty-Seven Thousand and Eighty only) as on December 31, 2020 which the Applicant Company No. III has been completely paid-off in May, 2020. No objection Certificate for Removal of Hypothecation has been attached as Annexure B of Diary No. 00497/2 dated 08.07.2021. 24. Learned authorized representative for the Applicant Companies submitted that the Applicant Company No. III has 1,301 (One Thousand Three Hundred and One) unsecured creditors having an outstanding balance of ₹ 13,41,42,31,632/- as on December 31, 2020. The list of unsecured creditors as certified by M/s S. Tekriwal Associates, Chartered Accountants, Firm Regn. No. 009612N was annexed as Annexure-F8. It is prayed to convene the meeting of the unsecured creditors of the Applicant Company No. I to consider the Scheme. 25. The learned authorized representative further represented that the Applicant Companies seek exemption from holding the meetings as well as seek directions for convening, holding and conducting the meetings of Applicant Companies as tabulated below: Details of the Applicant Company Meeting of Equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imately lead to maximising of the stakeholder s value of the Transferee Company. 28. The Appointed Date as defined in the Scheme shall mean April 1,2020, or such other date as this Tribunal may approve. 29. It is represented that the audited financial statements for the year ended March 31, 2020 of the Applicant Companies and unaudited financial statements as on December 31, 2020 are attached as Annexures-B2, C2 and D2 of the application. 30. The certificate of Statutory Auditors of the Applicant Companies have been filled at Annexure B3, C3 and D3 of the application, stating that the accounting treatment proposed in the Scheme is in conformity with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under. 31. It is deposed that the Applicant Companies are not registered Non- Banking Financial Institutions and therefore, neither approval of RBI is required nor Notices are required to be served. It is further deposed that the Applicant Companies have no specific Sectoral Regulator other than the Central Government through Regional Director, Registrar of Companies, Official Liquidator and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cing, in accordance with applicable guidelines / circulars of Ministry of Corporate Affairs for VC / OAVM, at 2:00 pm, subject to notice of meeting being issued. The quorum of the meeting of the Unsecured Creditors shall be 520 in number and 40% of value of Unsecured Creditors. D. In case the required quorum as noted above for the meetings of the Unsecured Creditors of Transferor Company 1 and the Transferee Company is not present at the commencement of the meetings, the meetings shall be adjourned by 30 minutes, and thereafter the persons present and voting shall be deemed to constitute the quorum. The Scrutinizer is duty bound to record all the proceedings of the meetings conducted through video conference. E. Mr. Randeep Singh Rai, Senior Advocate, R/o 162, Sector 9, Chandigarh, Mobile No.9814089853, e-mail id: [email protected] is appointed as the Chairperson for the aforesaid meetings to be called under this order. He shall be paid fee of ₹ 2,00,000/- for his services as the Chairperson. F. Mr. Rakshit Gupta, Advocate, R/o # 9-C, Sector 44-A, Army Flats, Chandigarh, Mobile No. 7696610193, e-mail id: [email protected] is appointed as the Alternativ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the responsibility of the respective companies, to ensure that the notices are sent under the signature and supervision of the authorized representative of the respective companies on the basis of Board resolutions and that they shall file their affidavits in the Tribunal at least ten days before the date fixed for the meetings. M. Voting shall be allowed on the Scheme through electronic means as may be applicable to the Transferor Company 1 and the Transferee Company, under the Act and Rules framed thereunder and applicable guidelines / circulars of Ministry of Corporate Affairs. N. The Chairperson shall be responsible to report the result of the meetings of said unsecured creditors to the Tribunal in Form No. CAA 4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 7 days of the conclusion of the meetings. He would be fully assisted by the authorized representative / Company Secretary of the Transferor Company 1 and the Transferee Company and the Scrutinizer, who will assist the Hon ble Chairperson and Alternate Chairperson in preparing and finalizing the reports. O. The Transferor Company No. 1 and Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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