9911796707
TMI Blog2022 (5) TMI 23X X X X Extracts X X X X X X X X Extracts X X X X ..... imited ( SPIGPL ) with Shapoorji Pallonji Infrastructure Capital Company Private Limited ( SPICCPL ) and their respective Shareholders. 2. This Scheme provides for Amalgamation of SPRPL, SPSHPL and SPIGPL with SPICCPL on a going concern basis. 3. The Authorized Representative for the Applicant Companies submits that Transferor Co. 1 is engaged in development, operation, maintenance and consultancy services related to road projects. Transferor Co. 2 is engaged in Operation and Maintenance of solar projects. Transferor Co. 3 is engaged in infrastructure which includes Construction, Development, Maintenance of roads, warehouses, apartments etc. Transferee Company is engaged in investing by way of acquisition (purchase, subscription, tender or otherwise) of shares and other securities and providing long term finance, in trading, civil projects, operation of power plant. 4. The respective Board of Directors of the Applicant Companies have approved the Scheme in their meetings held on 21.12.2021. The Appointed Date fixed under the Scheme is 1st April 2021. 5. It is submitted that First, Second and Third Transferor Companies are wholly owned subsidiaries of Transferee Company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entative for the Applicant Companies submits that the meeting of the Equity Shareholders of the First Applicant Co. be dispensed in view of the Consent Affidavit given by the equity shareholders of the First Applicant Co. in support of Company Scheme Application, inter-alia, stating therein that there are five(5) Equity Shareholders (including four(4) nominee shareholders) in the First Applicant Co. and that the First Applicant Co. having procured the written consent affidavit from its Holding Company (i.e. the Fourth Applicant Co). In view of the above, the First Applicant Co. seeks for direction from this Hon'ble Tribunal to dispense with holding of meeting of the Equity Shareholders (pages 526-530 of the Application). 8. The Authorized Representative for the Applicant Companies submits that the meeting of the Equity Shareholders of the Second Applicant Co. be dispensed in view of the Consent Affidavit given by the equity shareholders of Second Applicant Co. in support of Company Scheme Application, inter-alia, stating therein that there are two(2) Equity Shareholders (including one nominee shareholders) in the Second Applicant Co. and that the Second Applicant Co. having ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g 572). It is submitted that the Scheme is an arrangement between the Transferee Co. and its shareholders as contemplated under Section 230(1)(b) of the Companies Act, 2013 as there is no compromise and/or arrangement envisaged in the Scheme with the secured creditors of the Applicant Co. 4. Further, there is no dilution in asset cover provided to the secured creditors who will continue to hold charge over the respective assets post sanctioning of the Scheme. The secured creditors of the Transferee Co. are also not likely to be affected by the approval of the Scheme since there will be no reduction in claims of the secured creditors of the Transferee Co. Pursuant to the Scheme, all assets and liabilities of the Transferor Co. 1, the Transferor Company 2 and the Transferor Co. 3 would be transferred to the Transferee Co. Post amalgamation, the assets of the Transferee Company will be more than enough to discharge claims of the Secured Creditors of the Transferee Company. The Net-worth of the Transferee Company is significantly positive and there would not be any material adverse impact on the financial position, post amalgamation of the Transferor Companies. The net-worth certificat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Company Appeal No. 19 of 2021 dated 06.04.2021 has taken similar view. It is submitted that the facts in the present case are similar to the facts of above case. 17. We have heard the Authorized Representative for the Applicant Companies and have perused the records. In consideration of the materials indicated supra the following order is passed. ORDER The Application be and the same is allowed. (a) The meetings of the following are dispensed with: (i) The Equity Shareholders of the Transferor Co. 1; (ii) The Equity Shareholders of the Transferor Co. 2; (iii) The Equity Shareholders of the Transferor Co. 3; (iv) The Equity Shareholders of the Transferee Co.; (v) The Preference Shareholder of Transferor Co. 1; (vi) The Preference Shareholder of Transferee Co (vii) The Secured Creditors of the Transferee Co.; (viii) The meetings of the Unsecured Creditors of the Transferor Co. 1, Transferor Co. 2, Transferor Co. 3 and Transferee Co. (b) The Applicant Companies shall send individual notices to all its Secured Unsecured Creditors, enclosing a copy of the Scheme, by courier/registered post/speed post/hand delivery or through ..... X X X X Extracts X X X X X X X X Extracts X X X X
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