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TMI Blog2020 (9) TMI 1038X X X X Extracts X X X X X X X X Extracts X X X X ..... ort the "Scheme") (Annexure A.1 of the Application) under Sections 230 to 232 of the Companies Act, 2013 (for brevity, the 'Act') and other applicable provisions read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the 'Rules') The Joint Application is maintainable in terms of Rule 3(2) of the Rules. 2. It is stated that the Board of Directors of the Applicant Companies in their respective meetings held on 07.11.2019, considered and unanimously approved 'Scheme' subject to sanctioning of the same by this Tribunal. Copies of these Board Resolutions are at Annexures A.4, A.9, A.14 and A.19 respectively. The Transferor Companies No. 1, 2 & 3 and the Transferee Company has authorized Mr. P. Baranwal, severally to do all the necessary acts, matters, deeds and things as may be necessary to give effect to the resolutions and to the Scheme. 3. As per the Memorandum and Articles of Association, the main objects of Transferor Company No. 1 are as follows:- "1. To produce, prepare, manufacture, purchase, sell, exchange, import, export and generally to deal in all types of Automobiles Components including Upholstery, Door Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... types of Automobiles Components including Upholstery, Door Trims, Seat Trims, Roof Trims, Tools, Dies, Moulds, Spare Parts, Stores, Equipments, Components, Accessories or any other interiors of Cars, Trucks, Buses, Jeep, Vans, Scooters, Motorcycles, Tractors or any other type of Automobiles or similar applications. 3. To organize, promote and effect export from and import into India and otherwise deal in all types of automobile or other components, engineering and metal and non-metal products relating to carry on the business of automobile Components." 7. The Transferor Company No. 2 was incorporated on 03.06.2013 under the provisions of the Companies Act, 1956. The registered office of the Transferor Company 2 is situated at Plot No. D-37 Focal Point, Nabha, Patiala, Punjab - 147201. The CIN of Transferor Company No 2 is U74999PB2013PTC049784. The Certificate of Incorporation and Memorandum & Articles of Association are a part of ANNEXURE-A.7. 8. The authorized, issued, subscribed and paid up share capital of Transferor Company No. 2 as on March 31, 2019 as follows: PARTICULARS AMOUNT (Rs) AUTHORIZED CAPITAL &nbs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... torship namely, M/s. Krishna Car Trims, situated at B-5 Chirag Enclave, New Delhi, with all its assets and liabilities. The said firm shall cease to exist after such takeover. 2. To produce, prepare, manufacture, purchase, sell, exchange, import, export and generally to deal in all types of upholstery, Door Trims, Seat Trims, Roof Trims, and other interiors of Cars, Trucks, Buses, Jeeps, Vans, Scooters, Motor Cycles, Tractors, or any other type of Vehicles." 13. The Transferee Company was incorporated on 09.10.1996 under the provisions of the Companies Act, 1956. The registered office of the Transferee Company is situated at Plot No. D-36 Focal Point, Nabha, Patiala, Punjab - 147201. The CIN of Transferee Company is U74999PB1996PLC049990. The Certificate of Incorporation and Memorandum & Articles of Association are a part of ANNEXURE-A.17. 14. The authorized, issued, subscribed and paid up share capital of Transferee Company as on March 31, 2019 is as follows: PARTICULARS AMOUNT (Rs) AUTHORIZED CAPITAL 15,00,000 Equity Shares of Rs. 10/- each 1,50,00,000 ISSUED, SUBSCRIBED AND PAID-UP C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholders. The consent affidavits are a part of ANNEXURE A.15. 25. As per certificate of KPMC & Associates, Chartered Accountants, (ANNEXURE A.16), there are nil secured creditors in Transferor Company No. 3 as on October 31, 2019. 26. As per certificate of KPMC & Associates (ANNEXURE A.16) Chartered Accountants, there are one hundred and forty-eight (148) unsecured creditors in Transferor Company No. 3 as on October 31, 2019. 27. The learned counsel for the Applicant Companies submitted that as on September 30, 2019, the Transferee Company has 12 equity shareholders. All the equity shareholders have given their consent/no objection to the Scheme and for the dispensation of the meeting of the shareholders. The consent affidavits along with respective board resolutions are attached as ANNEXURE A.20. 28. As per certificate of Malhotra Khandelwal & Co, Chartered Accountants (ANNEXURE A.21), there are nil secured creditors in Transferee Company as on October 31, 2019. 29. As per certificate of Malhotra Khandelwal & Co, Chartered Accountants (ANNEXURE A.21), there are ten (10) unsecured creditors in Transferee Company as on October 31, 2019. The consent affidavits of all the Un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith reference to Transferor Companies on the Effective Date" 35. As per clause 8 of the Scheme, all legal proceedings of whatsoever nature by or against Transferor Companies pending and/or arising at the Appointed Date and relating to Transferor Companies or its properties, assets, debts, liabilities, duties and obligations, shall be continued and/or enforced until the Effective Date as desired by the Transferee Company and as and from the Effective Date shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Companies. On and from the Effective Date, the Transferee Company may, if required, initiate any legal proceedings in its name in relation to Transferor Companies in the same manner and to the same extent as would or might have been initiated by Transferor Companies. 36. It is submitted that all the Applicant Companies are unlisted companies and are not regulated by any sectoral regulators. The affidavit in this regard is from Page 58 to 59 of the application. 37. As per Clause 1(b) of the Scheme, the Appointed Date for Amalgamation will be Apri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t or through proxy. D. In relation to Applicant Company No. 4/Transferee Company: i. Meeting of the equity shareholders is dispensed with as consent affidavits of all of the equity shareholders have been obtained and placed on record. ii. Since there are no secured creditors, there is nothing to convene the meetings. iii. Meeting of the unsecured creditors is dispensed with as consent affidavits of all of the unsecured creditors have been obtained and placed on record. E. In case the required quorum as noted above for the meetings of unsecured creditors of the Transferor Company 1, 2 & 3 is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present, and voting shall be deemed to constitute the quorum. For the purposes of completing the quorum the valid proxies and Authorised Representatives shall also be considered, if the proxy in the prescribed form, duly signed by the persons entitled to attend and vote at the meeting, is filed with the respective Registered Office of the respective Transferor Company 1, 2 & 3 at least 48 hours before the meetings. The Chairperson and the Alternate Chairperson appointed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ember 31, 2019, be also circulated for the aforesaid meetings in terms of Section 230 (2) of the Act, apart from other requirements of Section 230 (2) of the Act. M. That the Transferor Company 1, 2 & 3 shall publish the advertisement with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, place and time of the meeting as aforesaid, to be published in "Financial Express" (English), Chandigarh Edition and in "Jan Satta" (Hindi), Chandigarh Edition. It be stated in the advertisement that the copies of the "Scheme", the explanatory statement required to be published pursuant to Sections 230 - 232 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the Transferor Company 1, 2 & 3. The Transferor Company 1, 2 & 3 shall also publish the notice on their respective website, if any. N. The authorized representatives of the Transferor Company 1, 2 & 3 shall furnish affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least ten (10) days before the date of proposed meetings. O. Voting shall be allowed on the "Scheme" in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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