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TMI Blog2016 (4) TMI 392X X X X Extracts X X X X X X X X Extracts X X X X ..... under the name and style: Radha Raj Ispat Private Limited, in accordance with the applicable provisions of the Act. 5. The transferee company, which had been originally incorporated under the applicable provisions of the Act, on 30.03.1993, under the name and style: Khushi Ram Behari Lal Limited, changed its name to "KRBL Limited" on 01.02.2000. 6. The petitioners aver that the scheme aims at simplification of the shareholding structure and reduction in shareholding tiers. It is submitted that the transferor company forms a part of the promoter group of the transferee company and therefore, the scheme will ensure direct commitment of the promoter i.e. the transferor company, towards the transferee company. 7. To be noted, the transferor company holds 2,79,13,892 equity shares in the transferee company. In percentage terms, this would work out to nearly 11.86% of equity stake in the transferee company. It is, therefore, averred that the transferor company constitutes the promoter group of the transferee company. 8. The details with respect to petitioners" authorised, issued, subscribed and paid-up capital, have been set out in Part-I of the scheme. 9. The copies of Memorandum a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quity Shareholders attended by 358 (Three Hundred Fifty Eight) Equity Shareholders including proxy / authorized representative, together holding equity share capital of Rs. 20,50,07,597 (constituting 87.09% in value) out of the total equity share capital of the Amalgamated Company was convened. As per the Order dated July 13, 2015, pronounced on August 3, 2015,of this Hon'ble Court, at the meeting 358 (Three Hundred Fifty Eight) Equity Shareholders constituted proper quorum of the meeting and the meeting was called "to order". A list of Equity Shareholders who attended the meeting along with the Attendance Slips are annexed hereto and marked collectively as ANNEXURE"C" (COLLY)...." 13.2 Similarly, in so far as the observations made in the report dated 12.09.2015 of the chairperson appointed for the meeting of the unsecured creditors of the transferee company are concerned, to the extent they are relevant, are extracted hereinafter:- 2. That in compliance of the directions of this Hon'ble Court contained in the Order dated 13thJuly, 2015, pronounced on 03rdAugust, 2015, notice for convening and holding the meeting of Unsecured Creditors of the Amalgamated Company on the date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Thirty Two) Unsecured Creditors including proxy, together having balance outstanding Rs. 71,79,41,680 (constituting 20.53% in value) out of the total balance outstanding towards Unsecured Creditors of the Amalgamated Company. As per the Order dated July 13, 2015, pronounced on August 3, 2015,of this Hon'ble Court, at the resumed meeting 232 (Two Hundred Thirty Two) Unsecured Creditors were deemed to constitute a proper quorum of the meeting and the meeting was called "to order". A list of Unsecured Creditors who attended the meeting along with the Attendance Slips are annexed hereto and marked collectively as ANNEXURE- "B"(COLLY)." 13.3 Having regard to the aforesaid, it is quite clear that consents of the equity shareholders as well as the unsecured creditors of the transferee company are in accordance with law. The consents were obtained from requisite majority both in number and value of the concerned class of persons/ entities. 14. The petitioners, thereafter, filed the instant petition (i.e. second motion). Notice in this petition was issued on 18.10.2015. Notice was accepted on behalf of the Official Liquidator (OL) and the Regional Director (RD). Furthermore, citations wer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not less favorable than those subsisting with reference to transferor company, as on the said date. 19. In terms of the provisions of Section 391 and 394 of the Act, and in terms of clause 4 of the scheme, the entire undertaking, properties, rights and powers of the transferor company, will stand transferred to and/or vest in the transferee company, without any further act or deed. Similarly, all liabilities and duties of the transferor company shall stand transferred to the transferee company, without any further act or deed. 20. Importantly, in respect of the 11.86% equity stake held by the transferor company in the transferee company of which cancellation is sought upon completion of the process of amalgamation, the relevant provisions stand incorporated in clause 5.4 and 5.5 of the proposed scheme. These clauses read as follows: "5.4 Upon New Equity Shares being issued and allotted by the Amalgamated Company to the shareholders of the Amalgamating Company, in accordance with Clause 5.1 above, the investment held by the Amalgamating Company in the share capital of the Amalgamated Company shall, without any further application, act, instrument or deed stand cancelled. The sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted by the petitioners, the transferee company will file an undertaking with this court, within two weeks from today, stating therein, that it will take over and defray all liabilities of the transferor company. It is also made clear, that the concerned statutory authority will be entitled to proceed against transferee company qua any liability which it would have fastened on to the transferor company for the relevant period, and that, which may arise on account of the scheme being sanctioned. 27. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of any action being taken, albeit in accordance with law, against the concerned persons, directors and officials of the petitioners. 28. It is made clear, that this order will not be construed as an order granting exemption from: payment of stamp duty or, taxes or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. 29. Cons ..... X X X X Extracts X X X X X X X X Extracts X X X X
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