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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 ..... s, 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 are as under: "1. To carry on the business of acting as investment manager, investment adviser, trustee, settler, sponsor, promoter, portfolio manager, manager, administrator, attorney, agent, consultant, representative or nominee of or for any individual, companies, associations, investment funds, units trusts, private equity funds, debt funds, mutual funds, venture capital funds, alternative investment funds, hedge funds, collective inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 Rs. 10/- each 5,00,00,000 Total 5,00,00,000 Issued, Subscribed and Fully Paid-up Share Capital: 29,86,274 equity shares of Rs. 10/- each 2,98,62,740 Total 2,98,62,740 It is further submitted that subsequent to 31st December, 2020, the Applicant Company No. I has altered its authorized, issued, subscribed and paid-up share capital by way of right issue and thereafter, consolidation. The revised equity share capital of the Applicant Company No. I as on 19th February, 2021 is depicted hereunder: - Particulars Amount (in Rs.) Authorized Share Capital: 1,000 equity shares of Rs. 50,000/- each 5,00,00,000 Total ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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, 2020 is stated to be as under:- Particulars Amount (in Rs.) Authorized Share Capital: 10,000 equity shares of Rs. 10/- each 1,00,000 Total 1,00,000 Issued, Subscribed and Fully Paid-up Share Capital: 10,000 equity shares of Rs. 10/- each 1,00,000 Total 1,00,000 It is also stated that subsequent to 31st December, 2020, the Applicant Company No. II have altered its authorized, issued, subscribed and paid-up share capital by way of consolidation. The revised equity share capital of the Applicant Company No. II as on 19th February, 2021 is depicted hereunder:- Particulars Amount (in Rs.) Authorized Share Capital: 2 equity shares of Rs. 50,000/- each 1,00,000 Total 1,00,000 Issued, Subscribed and Fully Paid-up Share Capital: 2 equity shares of Rs. 50,000/- each 1,00,000 Total 1,00,000 9. As per the Memorandum and Articles of Association (Annexure D1 (Colly.)),the main objects of Applicant Company 3/Transferee Company are as under: "1. To carry on the busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10/- each 2,00,00,000 Total 36,95,95708 It is further submitted that subsequent to 31st December, 2020, the Applicant Company No. III have altered its issued, subscribed and paid-up share capital by way of right issue of equity shares. Subsequently, the revised share capital of the Applicant Company No. III as on 19th February, 2021 is depicted as hereunder:- Particulars Amount (in Rs.) Authorized Share Capital: 26,00,00,000 equity shares of Rs. 2/- each 52,00,00,000 20,00,000 preference shares of Rs. 10/- each 2,00,00,000 Total 54,00,00,000 Issued, Subscribed and Fully Paid-up Share Capital: 174,799,999 equity shares of Rs. 2/- each 34,95,99,998 20,00,000 preference shares of Rs. 10/- each 2,00,00,000 Total 36,95,99,998 12. The registered offices of the Applicant Companies are situated within the State of Haryana and, therefore, the matter falls within the territorial jurisdiction of this Tribunal. 13. It is stated in Para 39 of the application that no investigation proceedings are pending under the provisions of the Act, against any of the Applicant Companies. It is deposed that there is no reduction in share capital of the Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013 read with rule 8 of the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016, as required under Section 232(1) of the Companies Act, 2013, before obtaining sanction of this Hon'ble Tribunal to the Scheme; and i) Passing such other and further orders as are deemed necessary in the facts and circumstances of the case. 15. Learned authorized representative for the Applicant Companies submitted that as per list attached at Annexure - B5 (colly), the Applicant / Transferor Company 1 has 7 (Seven) equity shareholders. The said equity shareholders of the Applicant Company No. I 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. These consent affidavits are a part of Annexure-B5 Colly. of the application. 16. As per the certificate of M/s Tekriwal & Associates, Chartered Accountants (Annexure-C6), the Applicant/ Transferor Company 1 has no secured creditors. 17. Learned authorized representative for the Applicant Companies submitted that the Applicant Company No. I has 9 unsecured creditors for an outstanding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uirement 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. III duly certified by M/s S. Tekriwal & Associates, Chartered Accountants along with their respective consent affidavits are annexed as Annexure-D5 (Colly.). 22. Learned authorized representative for the Applicant Companies submitted that the Applicant Company No. III has 1 (one) preference shareholder as on February 19, 2021. The said preference shareholder of the Applicant Company No. III has given its consent, by way of affidavit, to the Scheme and have also waived the requirement of convening its meeting for considering and approving the Scheme under section 230 to 232 of the Act. The list of preference shareholders of the Applicant Company No. III duly certified by M/s S. Tekriwal & Associates, Chartered Accountants along with their respective consent affidavit was annexed as Annexure-D6 (Colly.). 23. Learned authorized representative for the Applicant Companies submitted that the Applicant Company No. III has 1 (One) secured creditor having an outstanding balance of Rs. 35,37,080/- (Rupees Thirty-Five ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of various resources; c) The amalgamation would allow the Transferee Company to benefit from the complementary skills of the combined management team which will in turn enhance the overall corporate capability, provide focused strategic leadership and facilitate better supervision of the business; d) The proposed consolidation of Transferor Companies with and into the Transferee Company is aimed at maximizing shareholder value and to achieve higher long-term financial returns by Transferee Company; and e) Maximum realisation of benefits of greater synergies between the businesses of the Transferor Companies and the Transferee Company and the usage of the financial, managerial, technical and marketing resources of the respective businesses will ultimately 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 appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs have been obtained and placed onrecord. b) Since there are no Secured Creditors, therefore there is nothing to convene their meetings. c) Meeting of the Unsecured Creditors is dispensed with as the consent affidavits of Unsecured Creditors have been obtained and placed on record. C. In relation to Transferee Company / Applicant Company 3: a) Meeting of the Equity and Preference Shareholders is dispensed with as the consent affidavits of all the Equity Shareholders have been obtained and placed on record. b) Since there are no Secured Creditors, therefore there is nothing to convene their meetings. c) Meeting of Unsecured Creditors to be convened on 18.09.2021 vide video conferencing, 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 ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esaid meetings of unsecured creditors of the Transferor Company 1 and Transferee Company, indicating the day, date and the place and time of meetings as aforesaid; to be published in the "Business Standard", English & "Jansatta", Hindi, both Delhi NCR Edition. It be stated in the advertisement that the copies of "Scheme", the Explanatory Statement required to be published pursuant to Section 230 to 232 of the "Act" and relevant documents shall be provided free of charge at the registered office of respective companies upon the request of creditor. The said notice shall also be published the notice on the website of the companies, if any. L. It shall be 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 g ..... X X X X Extracts X X X X X X X X Extracts X X X X
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