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TMI Blog2022 (5) TMI 1168X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company is under the jurisdiction of the National Company Law Tribunal Bench at Indore. Transferee Company is a listed Public Limited Company incorporated under the Companies Act, 1956. The registered office of the Company is situated at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur-482001, Madhya Pradesh. 3. The Petitioner Company is engaged in the business of metal fabrication comprising of load bodies for commercial vehicles and rail freight wagons and manufacturing, maintenance and repair of commercial vehicles and railway wagons. 4. The Authorized share capital of the Applicant Company is Rs. 470,05,00,000/- divided into: i. 38,20,50,000 equity shares of Rs. 10/- each aggregating Rs. 382,05,00,000/- ii. 88,00,000 preference shares of Rs. 100/- each aggregating Rs. 88,00,00,000/-. The issued, subscribed and paid up share capital of the Applicant Company is divided into: i. Rs. 89,48,26,570/- divided into 8,94,82,657 equity shares of Rs. 10/- each. ii. Rs. 67,48,22,900 divided into 67,48,229 equity shares of Rs. 10/- each 5. It is submitted that M/s. Jupitar Wagons Limited (Transferor Company) is a public limited Company incorporated under the provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions, leading to improvement in overall working culture and environment; iv) It will result into utilizing the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments; v) The scheme will result to greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders' value; vi) Beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders; vii) It will help in formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholder's regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company, and; viii) It will also help in cre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd (vi) NSE, along with a copy of the Scheme and other requisite documents and disclosures stating that representation, if any, to be made by them, be made within 30 days from the date of receipt of such notice. The petitioner companies also served the said notices and affidavit of service along with the proofs of service, same is placed on record. 17. Chairman report has filed and is same is placed on record. As per the report Equity Shareholders with 98.04%, Secured Creditors and Unsecured Creditors with 100% votes has approved the scheme. 18. The Petitioner Company has now filed this Petition [CP (CAA) No. 08 of 2021] before this Tribunal seeking sanction of the proposed Scheme of Amalgamation. 19. This Tribunal, by order dated 18.11.2021, admitted the aforesaid petition and directed issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authority informing the date of hearing. The Tribunal also directed publication of notice of hearing of the petition in "Financial Express" in English New Delhi edition and "Raj Express" in Hindi Jabalpur edition not less than 10 days before fixed date of hearing, calling for objections, if an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... requirement to enhance the authorized capital of CEBBCO. It is further submitted that Section 232(3)(i) of the Companies Act, 2013 provides that where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set-off against any fees payable by the transferee company on its authorized capital subsequent to the amalgamation. From the above it is submitted that the post-merger Paid Up Capital is within the limit of post-merger Authorized Capital, hence no further fees is required to be paid. However, the Applicant Company undertakes to comply with the directions of this Hon'ble Bench as it may deem fit and proper. (ii) In reply to paragraph F it is submitted by the applicant company that the Amalgamated Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the applicable provisions of SEBI Circular. It is further submitted that the scheme of amalgamation does not, in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s) (i.e., BSE Limited and the National Stock Exchange of In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, it appears that the requirements of the provisions of section 230 and 232 are satisfied by the petitioner company. We are of the considered view that the proposed Scheme of Amalgamation is bona fide and in the interest of the shareholders and creditors. CP(CAA) 219 (KB) 2021 connected with CA(CAA) 52 (KB) 2021 was filed in NCLT, Kolkata Bench by the Transferor Company the same was allowed by the Tribunal vide order dated 28.04.2022. In the result, the Company Petition No. CP (CAA) No. 08 of 2021 is allowed. The Scheme envisaging amalgamation of M/s. Commercial Engineers & Body Builders Co. Ltd., the Petitioner Transferee Company with M/s. Jupiter Wagons Ltd., Transferor Company is hereby sanctioned. It is declared that the said sanctioned scheme shall be binding on the Petitioner Company and its shareholders, creditors and all concerned under the scheme. This Tribunal orders as under: ORDER 1. The Scheme of Arrangement as annexed herewith as "Annexure A" is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Company and Shareholders and Creditors and all concerned under the Scheme. 2. All the property annexed herewith as "Annexure B", righ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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