TMI Blog2020 (11) TMI 390X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Company will become the creditors of the Transferee Company. The Transferee Company have 69,649 unsecured creditors with total unsecured debt amounting to ₹ 211,07,67,223.03 and does not have any Secured Creditors as on 31.12.2019. The proposed Scheme of Amalgamation will not restructure or vary the debt obligations of the Transferor and Transferee Companies towards their respective Creditors. The prayers of the Applicant Companies deserve to be allowed and that the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called, be dispensed with subject to strict compliance of the conditions imposed. - CA(CAA)/17/KOB/2019 & CA(CAA)/18/KOB/2019 - - - Dated:- 3-11-2020 - Hon ble Shri Ashok Kumar Borah , Member ( Judicial ) For the Applicants : Shri Pranoy Harilal , Advocate ORDER The CA(CAA)/17(KOB)/2019 and CA(CAA)/18(KOB)/2019 have been filed by M/s. Geojit Investment Services Limited and M/s. Geojit Financial Services Limited respectively, under Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Current Liabilities 4,913,576 Long Term Liabilities 54,602 IV. The amount due to secured/unsecured Creditors of the Transferor Company as on 31.03.2019 is ₹ 48,88, 009. It is stated that the proposed Scheme of Amalgamation do not restructure or vary the debt obligations of the Transferor Company towards their respective creditors in any manner and, therefore, there is no requirement for filing the Creditors Responsibility Statement along with the present Scheme of Amalgamation. It is also stated that the Company do not involve any waiver of loan, interest or restructuring of Corporate Debt in the present Scheme. Hence the dispensation of the meeting with the Creditors of the Applicant Company has been sought by the Applicants. V. It is further stated that the number of equity shareholders of the Transferor Company is 9 (Nine), who had submitted their individual affidavits in writing expressing their consent to the Scheme of Amalgamation and agreed to dispense with convening, conducting and holding of a meeting for approving the said Scheme. It is also stated that the Transferor Company is a whol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l financial services. v. To carry out the business of distribution and to solicit and procure sales of mutual funds, insurance, deposits, commercial papers, debentures, bonds and other securities issued or guaranteed by any Company, firm, body corporate, Central or State Government or in any other authority in India or outside as agent, broker, sub-broker, third party administrator, surveyor, consultant or advisors to clients. vi. To carry on the business as merchant banker, finance broker, underwriter, sub-underwriter, commission agent, advisor or intermediaries to the issue of shares, debentures and other securities. vii. To carry on the business of insurance agents, third party administrators, surveyors, consultants, or otherwise deal in all incidental and allied activities relating to life and non-life insurance business. viii. To render advisory and referral services related to immovable properties like real estate, land and building, leasehold rights, etc. and to act as advisors and consultants to clients in relation to their investments in immovable properties ix. To undertake and carry on the business and activities as an Asset Management Company and lor to s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny is a direct wholly- owned subsidiary of the Transferee Company. The proposed Scheme of Amalgamation between the Transferor Company and Transferee Company is intended with the object of consolidation of business under one umbrella as a single entity. The Scheme proposes that the Transferor Company (M/s. Geojit Investment Services Limited) be amalgamated with the Transferee Company (M/s. Geojit Financial Services Limited), by transferring the assets and liabilities of the Transferor Company as defined in the said Scheme of Amalgamation to the Transferee Company. The amalgamation will result in benefits including synergy, economies of scale, attain business efficiencies and cost competitiveness. The Scheme of Merger and Amalgamation inter- alia have the following benefits: - (a) The Merger will lead to greater efficiency in overall combined business including economies of scale, efficiency of operations, cash flow management and unfettered access to cash flow generated by the combined business, which can be deployed more efficiently for the purpose of development of businesses of the combined entity and their growth of opportunities, eliminate inter-corporate dependencies, minim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ffect the rights of any of the Creditors of the Applicants Companies. Similarly, the equity shareholders of the Transferor Company filed their consent Affidavit (09 numbers), expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the Scheme. It is also stated in the Applications that the Transferee Company have 37,890 shareholders. Hence, it is difficult to produce the list of shareholders being it a voluminous one. Hence the Applicants crave leave to produce the same as a CD or in print at a later stage. The Transferee Company has one class of shareholder and each class of shareholders have common and similar rights in the capacity of equity shareholders. 8. The learned counsel placed reliance on the following decisions in order to fortify his arguments. I. Jupiter Alloys Steel (India) Ltd. v. Jupiter Wagons Limited (2017 SCC Online NCLT 14022) II. DLF Phase-IV Commercial Developers Ltd. Ors. V. DLF Limited (CA(CAA)No.39/chd/Hry/2018) III. DLF Phase-IV Commercial Developers Ltd. Ors v. DLF Limited ([2019] 153 CLA 38) IV. DLF Phase-IV Commercial Developers Ltd Ors v. DLF Limited (CA NO. 741/2019 with CA(CAA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany and the Transferee Company are ₹ 13,14,33,968 and ₹ 4,08,86,87,025 respectively and the creditors of the demerged Company will become the creditors of the Transferee Company. The Transferee Company have 69,649 unsecured creditors with total unsecured debt amounting to ₹ 211,07,67,223.03 (Rupees Two Hundred and Eleven Crores Seven Lakhs Sixty-Seven Thousand Two Hundred and twenty-Three and paise Three Only) and does not have any Secured Creditors as on 31.12.2019. The proposed Scheme of Amalgamation will not restructure or vary the debt obligations of the Transferor and Transferee Companies towards their respective Creditors. 12. I have carefully gone through the proposed Scheme of Amalgamation. In the circumstances enumerated herein above and in the light of the decision in Jupiter Alloys Steel (India) Limited (supra), I am of the view that the prayers of the Applicant Companies deserve to be allowed and that the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called, be dispensed with subject to strict compliance of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tive websites, if any or shall furnish the Scheme free of charge within a day of any requisition for the same made by every creditor as mentioned in the above or members of the concerned applicant Companies. (ix)Both the applicant companies serve notice upon the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department within whose jurisdiction the assessments of the Applicant Companies are made, the Official Liquidator in case of both the Applicant Companies and BSE, NSE and SEBI in case of transferee company, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received from the aforesaid authorities within 30 days of date of receipt of the notice, it would be presumed that such authorities have no objection to the proposed Scheme of Amalgamation. (x)The applicant companies shall file compliance report of the above said directions with the Registry of this Tribunal. (xi)Failure to comply with the Order No. (i) to (x), the order for dispensing with the meeting of the Members/Shareholders, secured and unsecured creditors of b ..... 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