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TMI Blog2022 (2) TMI 69X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions 230-232 of the Companies Act, the Companies (Compromises Arrangements and Amalgamations) Rules, 2016 and other applicable provisions in connection with the proposed scheme of Amalgamation of Givetake Trade Credit Pvt. Ltd. with Indian Compressors Limited. The Petitioner/Transferee Company is within the Jurisdiction of Hon'ble NCLT, New Delhi. The Non-Petitioner/Transferor Company is within the jurisdiction of NCLT, Kolkata, and had moved a similar petition before Hon'ble NCLT, Kolkata. Copy of order of NCLT, Kolkata, dated 18th March, 2021 has been submitted in which Hon'ble NCLT, Kolkata has sanctioned the scheme of Tribunal to be binding with effect from 01.04.2018, on Givetake Trade Credit Pvt. Ltd. and all properties, rights and interests of Givetake Trade and Credit Pvt. Ltd to be transferred and invested in Indian Compressor Limited along with all the liabilities and duties; all the proceedings and/or suits, appeals pending by or against Givetake Trade Credit Pvt. Ltd. shall be continued by or against Indian Compressor Ltd.; the Transferee Company will issue and allot shares to the shareholders of the Givetake Trade Credit as envisaged in the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n to the Statutory Authorities namely RD, RoC, OL and Income Tax Department. It is also submitted that there is no other sectoral regulator, having significant bearing on the operation of the petitioner Company and that nobody has filed any objection or made any representation against the proposed Scheme of Amalgamation. 3. It is submitted that the Petitioner Transferee Company Indian Compressor Limited CIN: U34300DL1943PLC000712 was incorporated on 26.08.1943, its registered Office is situated in Okhla Industrial Estate, New Delhi and it is engaged in the business of manufacturing, trading, leasing and maintenance of compressors, pumps, spares, etc. Its authorised Share Capital is ₹ 5,50,00,000/- divided into 55,00,000 Equity Shares of ₹ 10 each. The issued, subscribed and paid up share capital is ₹ 4,99,74,420/-; the Transferee Company had submitted its audited accounts for the year ended 31.03.2018 along with the first motion application. It has also prepared its unaudited Provisional Financial statements for the year ending 31.03.2019 which has also been submitted with the first motion application. Subsequent to the date of the unaudited Provisional Financi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oth the Companies, a copy of the report has already been filed along with first motion application. The proposed Scheme of Amalgamation does not envisage any Corporate Debt restructuring and will not adversely affect the rights of any of the creditors of both the Companies. The proposed scheme does not envisage any buy back of the shares. There is no proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between the two companies. It is submitted that the provisions relating to accounting treatment for the proposed amalgamation is conformity with accounting standards as prescribed under Section 133 of the Companies Act. Certificate from the Statutory Auditor of the Transferee Company to this effect have been enclosed. (Annexure P4). 4. As directed by this Hon'ble Tribunal vide its order dated 21.10.2019 on the first motion application of the Transferee Company, meetings of the Secured Creditors and Unsecured Creditors were convened after necessary publication of notice in the newspapers and sending of individual notices of meetings accompanied by explanatory statement, and the proposed Scheme of Amalgamation, form proxy a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany, and as per clause 10 of this scheme, the swap ratio for the proposed amalgamation is as under:- To every equity Shareholder of Transferor Company, one Equity Share of ₹ 10 each credited as fully paid up in the Transferee Company for every one Equity Share of ₹ 10 each fully paid up held by such Equity Shareholder in the Transferor Company. The valuation report dated 24.12.2018 has been issued by M/s. Santinath Associates, Chartered Accountants, in which it has been mentioned that fair value of the shares of these companies has been ascertain by two methods namely Asset Method and Income Approach Method, on the basis of the last audited balance sheet as on 31.03.2018. The RoC has also reported that they have not received any complaint/objection from any Shareholder, Creditor or other stakeholders of the captioned companies with regard to the proposed Swap Ratio and matter found in the scheme. The RD has stated that on examination of the contents of Scheme of Amalgamation along with reply of petitioner Company and report of RoC, Delhi, the scheme does not appear to be violating the provisions of section 230-232 of the companies Act. The Income Tax De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the Transferor Company at P12 is annexed herewith and all these assets will stand transferred to the Petitioner Transferee Company with effect from appointed date. All the properties rights and interest of Givetake Trade Credit Private Limited as given in that Annexure P12 shall become properties, rights and interest of Petitioner Transferee Company. All liabilities and duties of Givetake Trade Credit are transferred and become liabilities and duties of the Transferee Company. All proceedings and or suits/appeals now pending by or against Givetake Trade Credit Private Limited shall be continued by or against the Transferee Company. Transferee Company will issue and allot shares to the Shareholders of Givetake Trade Credit Private Limited as envisaged in the Scheme of the Amalgamation and for that if necessary will increase the authorized Share Capital. Both the companies shall within 30 days after obtaining separate copy of this order because the same to be delivered to the RoC consent. Any person interested will be at liberty to apply this Tribunal in the above matter for any direction that may be necessary. The second motion petition is allowed in aforesa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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