TMI Blog2020 (9) TMI 1038X X X X Extracts X X X X X X X X Extracts X X X X ..... to calling, convening and holding of meetings of the Shareholders, Secured Creditors and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication - Application disposed off. - CA (CAA) No. 4/Chd/Pb/2020 - - - Dated:- 27-2-2020 - Ajay Kumar Vatsavayi , Member ( J ) and Pradeep R. Sethi , Member ( T ) For the Appellant : Vaibhav Sahni Nahush Jain, Advocates For the Respondent : Anand Chhibbar, Senior Advocate ORDER Ajay Kumar Vatsavayi , Member ( J ) 1. This is the first joint motion Application filed by Applicant Companies herein, namely, Hansvahini Auto Interior Private Limited (hereinafter referred to as HAIPL or Transferor Company 1 ), RSLH Auto Seat Trims Private Limited (hereinafter referred to as RSLH or Transferor Company 2 ), and Comfort Trims Private Limited (hereinafter referred to as CTPL or Transferor Company 3 ), with HH Interior Auto Components Limited (hereinafter referred to as HHI or Transferee Company ) seeking sanction of the Scheme of Amalgamation (hereinafter referred to as the Scheme ) in connection with the proposed Scheme of Amalgamation (for short the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... C049670. The Certificate of Incorporation and Memorandum Articles of Association are a part of ANNEXURE-A.2. 5. The authorized, issued, subscribed and paid up share capital of Transferor Company No. 1 as on March 31, 2019 is as follows: PARTICULARS AMOUNT (Rs) AUTHORIZED CAPITAL 13,00,000 Equity Shares of ₹ 10/- each 1,30,00,000 ISSUED, SUBSCRIBED AND PAID-UP CAPITAL 13,00,000 Equity Shares of ₹ 10/- each 1,30,00,000 6. As per the Memorandum and Articles of Association the main objects of the Transferor Company No. 2 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 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 Aut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, 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. 10. The Transferor Company No. 3 was incorporated on 24.05.2012 under the provisions of the Companies Act, 1956. The registered office of the Transferor Company 3 is situated at Plot No. D-36 Focal Point, Nabha, Patiala, Punjab - 147201. The CIN of Transferor Company No. 3 is U50400PB2012PTC049809. The Certificate of Incorporation and Memorandum Articles of Association are a part of ANNEXURE-A.12. 11. The authorized, issued, subscribed and paid up share capital of Transferor Company 3 as on March 31, 2019 as follows: PARTICULARS AMOUNT (Rs) AUTHORIZED CAPITAL 15,00,000 Equity Shares of ₹ 10/- ea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Companies and that no corporate debt restructuring is envisaged in the proposed Scheme of Amalgamation. 18. The learned counsel for the Applicant Companies submitted that as per the shareholders list certified by A. Mehra Co., Chartered Accountants as on 30.09.2019, the Transferor Company No. 1 has 2 equity shareholders. Both 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 are from pages 175 to 180. 19. As per certificate of KPMC Associates, Chartered Accountants, (ANNEXURE A.6), there are nil secured creditors in Transferor Company No. 1 as on 31.10.2019. 20. As per certificate of KPMC Associates, Chartered Accountants, (ANNEXURE A.6), there are seventy (70) unsecured creditors in Transferor Company No. 1 as on 31.10.2019. 21. As on 30.09.2019, the Transferor Company No. 2 has 2 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 are a part of Annexure- A.10. 22. As per certificate of KPMC Associates, Chartered Acco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that all the Applicant Companies have filed their audited financial statements as on March 31, 2019, along with provisional financial statements for the period ended 31.08.2019 attached as Annexures A.3, A.8, A.13 and A.18 respectively of the application 33. The learned counsel also submitted that the valuation report of Mr. Amrish Garg, Registered Valuer, Securities Financial Assets registered with the Insolvency and Bankruptcy Board of India (IBBI), has also been annexed as Annexure A.22. The following Share Exchange Ratio has been proposed in the aforesaid report: a. For merger of HAIPL into HHI: 51 preference shares of INR 10/-each (face value per share) of the Transferee Company to be issued for every 100 equity shares of INR 10/- each (face value per share) of HAIPL. b. For merger of RSLH into HHI: 2779 preference shares of INR 10/-each (face value per share) of the Transferee Company to be issued for every 100 equity shares of INR 10/- each (face value per share) of RSLH. c. For merger of CTPL into HHI: 79 preference shares of INR 10/-each (face value per share) of the Transferee Company to be issued for every 100 equity shares of INR 10/- each (face value p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 to be convened on 18.04.2020 at 2:30 p.m. at Hotel Clarion Inn Amps, Main Sirhind Road, Patiala, 147001 subject to notice of meeting being issued. The quorum of the meeting of the unsecured creditors shall be 53 in number or 3/4ths in value of the unsecured creditors, either personally present or through proxy. B. In relation to Applicant Company No. 2/Transferor Company No. 2: 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 to be convened on 18.04.2020 at 4:00 p.m. at Hotel Clarion Inn Amps, Main Sirhind Road, Patiala, 147001 subject to notice of meeting being issued. The quorum of the meeting of the unsecured creditors shall be 52 in number or 3/4ths in value of the unsecured creditors, either personally present or through proxy. C. In relation to Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ernate Chairperson for the meetings to be called under this order. An amount of ₹ 1,25,000/- (Rupees One Lakh Twenty Five Thousand only) be paid to him for his services as the Alternative Chairperson. H. Mr. Jatin Singhal, Company Secretary, email id: jatinsingal@gmail.com, Mobile No. 9815147282 is appointed as the Scrutinizer for the above meetings to be called under this order. An amount of ₹ 75,000/- (Rupees Seventy Five Thousand only) be paid to him for his services as the Scrutinizer. I. The fees of the Chairperson, Alternative Chairperson and Scrutinizer along with travelling expenses and other out of pocket expenses for them shall be borne by the Transferor Company 1, 2 3. J. It is further directed that individual notice of the said meetings shall be sent by the Transferor Company 1, 2 3 to the respective creditors through registered post or speed post or through courier or e-mail, 30 days in advance before the schedule date of meeting, indicating the day, date, the place and time as aforesaid, together with a copy of the Scheme, copy of explanatory statement required to be sent under the Companies Act, 2013 and the applicable Rules along with the pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 and the Scrutinizer, who will assist the Chairperson and Alternate Chairperson in preparing and finalizing the report. Q. All Applicant Companies shall individually and in compliance of subsection (5) of Section 230 of the Act and Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 send notices in Form No. CAA-3 along with copy of the Scheme, Explanatory Statement and the disclosures mentioned in Rule 6 of the Rules to (i) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Registrar of Companies, Punjab and Chandigarh, (iii) Official Liquidator, Punjab and Chandigarh and (iv) Income Tax Department through the Nodal Officer - Principal Commissioner of Income Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh and Commissioner of Income Tax within whose jurisdiction the respective Applicant Companies are assessed by mentioning their respective PAN number and such other sectoral regulator(s) governing the business of Applicant Companies, if any, stating that representations, if any, to be made by them shall be sent to the Tribunal within a period of 30 days from the date of receipt of such no ..... 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