9911796707
TMI Blog2018 (12) TMI 805X X X X Extracts X X X X X X X X Extracts X X X X ..... dvocates JUDGEMENT A.I.S. Cheema, J. : 1. Company Appeal 30/2018 has been filed against Impugned Order dated 30.11.2017 passed by National Company Law Tribunal ('NCLT', in short), Chennai Bench whereby the NCLT accepted the joint Petition of M/s. ASAP Info Systems Private Limited - Transferor Company No.1 and M/s. Nichepro Technologies Private Limited - Transferor Company No.2 and M/s. TeamLease Staffing Services Pvt. Ltd. - Transferee Company under Section 230 of the Companies Act, 2013. The Company Petition had been filed by these Companies with a scheme of amalgamation whereby the two transferor Companies were proposed to be merged and vested in the transferee Company. The Impugned Order has recorded the position as regards share ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for transferee Company that the amalgamation approved by the NCLT at Mumbai would be subject to sanction of the said scheme by National Company Law Tribunal, Chennai Bench. 2.1 This Appeal - CA 167/2018 came to be filed after the Company Appeal 30/2018 was filed as it was noticed that the NCLT at Mumbai also had approved the scheme. 3. The Appellants - K. J. Suwresh and K. Lakshmisuthaa have filed these Appeals claiming that they are aggrieved by these Orders of amalgamation permitted by NCLT at Mumbai and NCLT at Chennai, mainly on the basis that no Notice had been given to them. To put the case of the Appellants in a nutshell, their grievance is that they were holding 100% equity shares in the transferor Company No.1 - ASAP Info System ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nts under the SPA linking the payment to criteria relating to () . "EBITDA". Admittedly, now the transferee Company has been taken by the Appellants to Arbitral Tribunal and the matter is pending before Arbitration as can be seen from Annexure R-3 in Diary No.6037 which is Reply of the Respondents in CA 167/2018. The Appellants claim that they have to receive Rs. 10.05 Crores from the transferee Company and the transferor Company No.1 in which they were 100% shareholders has already been ordered to be wound up and stands amalgamated and thus according to the Appellants, they may be rendered remediless. 5. In CA 30/2018, the Appellants have made only the transferee Company as Respondent No.1 and Respondent No.2 arrayed is "TeamLease Service ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hmi Car Zone Private Limited fully supports the said Scheme and any modification that may be made therein by the Hon'ble National Company Law Tribunal, Chennai Bench and Mumbai Bench whilst sanctioning the Scheme and every step that may be taken by the Applicant Company 1, its directors or authorised representatives for implementation of the said Scheme. 3. I submit that Lakshmi Car Zone Limited consents for the dispensation with the holding of the meeting of the creditors of the Applicant Company 1 as per provisions of the Companies Act, 2013." 6. The Affidavit of the Appellant No.2 at Page - 16 reads as under:- "I, Lakshmisuthaa Kilari daughter of Surya Babu, aged about 46 years, currently residing at No.101, Dream Meadows, Kundala ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heir No Objections, even if they relate to Appellant No.1 in capacity of Director of Lakshmi Car Zone Limited. We are not impressed by the arguments on behalf of the Appellants that they had different capacity as the 100% shareholders of the transferor Company No.1 which had entered into the Share Purchase Agreement and thus in that capacity Notice should have been given to them and their objections or no objections should have been taken. At the () . time of arguments, Counsel for the Appellants accepted that Diary No.4167 shows that the audited balance sheet (Page - 42) as available was till 31.03.2016 and the Share Purchase Agreement was of subsequent date of 04.07.2016. Although it is argued that the Share Purchase Agreement being subse ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
