TMI Blog2020 (1) TMI 109X X X X Extracts X X X X X X X X Extracts X X X X ..... tained from Equity shareholders and Unsecured Creditors - A copy of Memorandum and Article of Association of all four Transferor companies and Transferee Company has been placed on record. A copy of the scheme of Amalgamation as stated supra has been placed for record. The Appointed date of the scheme is 1st April, 2019. The certificates of statutory auditors of all four Transferor Companies and Transferee Company certifying the Accounting Treatment as required under Section 133 of the Companies Act are placed for record. The Board of Directors of the Transferor Company Nos. 1, 3 and 4, and Transferee Company in its Board Meeting held on 16th May, 2019 and the Transferor Company No. 2 in its Board Meeting held on 17th May, 2019 have approved the proposed scheme of amalgamation and copies of the resolution(s) are placed on record - All the Transferor Companies and Transferee Company have submitted that no investigation proceedings have been instituted or are pending under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 226 of the Companies Act, 2013 against any of the Company. Further, the Transferor Companies and Transferee Company have also submitted tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. The Applicants have set out the objects and benefits of the scheme of amalgamation. It has been stated in Paragraph 3.26 that the merger of the Transferor Companies with the Transferee Company would inter-alia have the following benefits: - (a) Achieving business and administrative synergies, (b) Consolidation and simplification of the group structure, cost savings/synergies resulting from rationalization, standardization and simplification of business processes. (c) Improved organizational capability arising from pooling of financial resources. (d) Avoiding un-necessary duplication of costs of administration, distribution, selling and marketing and reduction in legal and regulatory compliances. (e) Maximize the overall shareholders value by strengthening its core competencies and having stronger standalone balance sheet. The appointed date adopted in the scheme is 1st April, 2019. 4. Affidavits in support of the joint application are sworn and filed by Mr. Sanjay Jain for and on behalf of all Transferor Companies and by Mr. Tarun Kumar Srivastava on behalf of the Transferee Company being the authorized signatories. It is submitted that the scheme do ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited with Registrar of Companies, NCT of Delhi and Haryana. Thereafter, the name of the Transferor Company No. 3 was changed to Minda Auto Components Private Limited as per new certificate of incorporation issued on 25th day of September, 2007. Thereafter, the Transferor Company No. 3 was converted into public Limited Company i.e. Minda Auto Components Limited and further new certificate of incorporation was issued by Registrar of Companies, NCT of Delhi and Haryana on 24th day of September, 2009. The company is having CIN U25209DL1996PLC083240 and registered office is situated at B-64/1, Wazirpur Industrial Area, Delhi 110052. Authorized Share Capital ₹ 25,00,000/- divided into 2,50,000 Equity Shares of ₹ 10/- each. Issued, Subscribed and Paid up Share Capital ₹ 21,02,000/- divided into 2,10,200 Equity Shares of ₹ 10/- each fully paid-up. 8. Transferor Company No. 4 was incorporated on 18th Day of January, 1988 under the provisions of the Companies Act, 1956, under the name and style of Halogen Auto Electrical Industries Private Limited with the Regis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company No. 1 has 7 Equity Shareholders, NIL Preference Shareholders, 2 Secured Creditor and 386 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of voting share have given their consent by way of consent affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of equity shareholders. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting. In respect of Secured Creditors, it is represented that 2 Secured Creditors of the Company representing 100% in value have given their consents by way of affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of secured creditors. In respect of 386 Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meeting of Unsecured Creditors for the purpose of obtaining approval to the Scheme. 11. It is submitted that Transferor Company No. 2 has 8 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by way of affidavits to the scheme and thus, the company seeks dispensation of holding the meeting for the purpose of obtaining approval of the scheme. In respect of Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meetings of Unsecured Creditors for the purpose of obtaining their approval to the Scheme. 14. It is submitted that Minda Industries Limited being Transferee Company has 53,101 equity shareholders, NIL Preference shareholder, 6 Secured Creditors and 1,648 Unsecured Creditors. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting of Preference Shareholders. In respect of Secured Creditors, it is represented that all the Secured Creditors of the Transferee Company representing 100% in value of the Transferee Company have given their consents by way of affidavits to the scheme and thus, the Transferee Company seeks dispensation of holding the meeting of the secured creditors. With respect to equity shareholders and Unsecured Creditors, the Transferee Company seeks ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th. ii. With respect to Secured Creditors: The Company has only 2 Secured Creditors and consentaffidavits from both the Secured Creditors representing 100% in value are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with. iii. With respect to unsecured creditors: The Company has 386 unsecured creditors and in absence of the consents obtained, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 11:00 AM. The quorum of the meeting shall be 95. B. In relation to the Transferor Company No.2: i. With respect to Equity and Preference shareholders: The Company has only 8 Equity Shareholders and no preference shareholders and consent-affidavits from all the Equity Shareholders representing 100% of the paid-up equity share capital of the Company are placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs is dispensed with. iii. With respect to unsecured creditors: There are 672 unsecured creditors in the Company and in absence of consents obtained, the meeting of the unsecured Creditors be convened on 16.12.2019 besides Indian Oil Pump, Chakan-Telegaon Road, Kharabwadi, Chakan, Pune-410501 at 11:30 AM. The quorum of the meeting shall be 168. E. In relation to the Transferee Company: i. With respect to Equity and Preference Shareholders: There are 58,101 Equity Shareholders and no preference shareholders and in absence of consents obtained, the meeting of the Equity Shareholders be convened on 09.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 9:30 AM. The quorum of the meeting shall be 10,000. ii. With respect to Secured Creditors: There are 6 Secured Creditors and consent-affidavits from all the Secured Creditors representing 100% in value of the Transferee Company are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een directed to be convened by this Tribunal. PCS Shipla Dixit (Mobile Number:9822394384) is appointed as a Scrutiniser. The fee for the Chairperson for the meetings of Transferor Company No. 4 shall be ₹ 50,000/- and the fee for the Alternative Chairperson for the Meeting of Unsecured Creditors of Transferor Company No. 4 shall be ₹ 30,000/- in addition to meeting their incidental expenses. The fee for the scrutinizer shall be ₹ 20,000/- for her services in addition to meeting her incidental expenses. The chairperson will file the reports within two weeks from the date of holding of the above said meeting. I. The individual notices of the said meetings shall be sent as required and prescribed by the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of the scheme of amalgamation, a copy of explanatory statement. The prescribed form of proxy shall be sent along with and in addition to the above documents, any other document as may be prescribed under the act may also b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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