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TMI Blog2020 (11) TMI 681X X X X Extracts X X X X X X X X Extracts X X X X ..... uirement of issue and publication of notices for the same. In the alternative, (i) Issue/ pass/ necessary direction/order for the purpose of convening and conducting the meetings of the equity shareholders, secured and unsecured creditors and members of any class or classes thereof of the Applicant Companies including the requirement of issue and publication of notices for the same. (ii) Issue necessary direction for appointment of Chairperson and scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration for the chairperson. (iii)Issue necessary direction fixing the date, time and venue for the meetings and the time period within which the Chairperson shall report the result of the meetings to this Hon'ble Tribunal. (ii) Issue direction for filing of Company Petition and other documents as may be required for the purpose of sanction of the proposed scheme of amalgamation between First Transferor Company, the Second Transferor Company and the Transferee Company and their respective shareholders and creditors and dissolution of the Transferor Companies consequent on the sanction of the Scheme of Amalgamation, without further process of win ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... et of the Transferee Company as on 31.03.2019, the statement of Profit and Loss for the year ending 31.03.2019 and Auditors report are also produced. There is no change in the shareholdings of the Applicant Companies since the date of the Audited Accounts. 4. The amount due to the secured and unsecured creditors as per the certificate issued by the Statutory Auditors of the three companies are as follows: a) As on 30th September, 2019 the total number of secured creditors of the First Transferor Company is Nil and the amount due by the First Transferor Company to the secured creditors is also 'Nil'. b) As on 30th September,2019 the total number of unsecured creditors of First Transferor Company is 7 and the amount due by the First Transferor Company to the unsecured creditors is Rs. 7,27,717/- c) As on 30th September, 2019 the total number of secured creditors of Second Transferor Company is 'Nil' and the amount due by the Second Transferor Company to the secured creditors is also 'Nil'. d) As on 30th September, 2019 the total number of unsecured creditors of Second Transferor Company is 7 and the amount due by the Second Transferor Company to the unsecured creditors is Rs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the First Transferor Company. (ii) Fourteen Equity Shares of Rs.10 each credited fully paid up (hereinafter called the New Equity Share) for every Equity Share held in the Second Transferor Company. (c) The Transferor Companies shall be dissolved without the process of winding up. 7. M/s. Narmada Design and Construction Private Limited. (First Transferor Company) (a) There are 9 members/shareholders in the First Transferor Company viz., M/s. Narmada Design and Construction Private Limited. Separate affidavits sworn to by 9 Members/Shareholders of the First Transferor Company, expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme have been produced. (b) The Certificate issued by the Chartered Accountant certifying that as per the books of accounts there is no Secured Creditors in the company as on 30.09.2019 has also been produced. (c) There are 7 Unsecured Creditors in the Transferor Company. Affidavit sworn to by them, expressing their consent to the Scheme of Amalgamation and for dispensation of meeting for approval of the Scheme is also produced. 8. M/s. Narmada Builders and Traders Private Limited. ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant companies in the Scheme proposed for Amalgamation vide order dated 25.02.2020. He was ordered to perform the following duties/responsibilities and submit his report to this Tribunal on or before 09.04.2020: - (i) To determine the class or classes of creditors or of members whose meeting or meetings have to be held for considering the proposed scheme of amalgamation; or dispensing with the meeting or meetings for any class or classes of creditors in terms of Sub-Section (9) of Section 230. (ii) Fix the time and place of the meeting or meetings; (iii)Fix the quorum and the procedure to be followed at the meeting or meetings, including voting in person or by proxy or by postal ballot or by voting through electronic means; (iv) Determine the values of the creditors or the members, or the creditors or members of any class, as the case may be, whose meetings have to be held. (v) Issue of notice of the meeting or meetings and the advertisement of such notice in two leading newspapers- one in vernacular and one in English newspaper. (vi) Issue notice to the sectoral regulators or authorities are required under Sub-Section (5) of Section 230. 11. On 16.07.2020 the Chai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 7th day of March, 2020 and the meeting was held on 8th day of April, 2020.The meeting was attended either personally or by proxy by the Nine Members of the Company entitled together to Rs.1,00,000/- representing 100% of the total value of the equity shares of the company. The Scheme of Amalgamation was explained by the Chairperson and the Members unanimously approved and agreed the Scheme of Amalgamation. The meeting of Unsecured Creditors was held on 8th day of April, 2020 at 12.00pm. The meeting was attended either personally or by proxy by the Thirteen Unsecured Creditors of the company entitled together to Rs.44,76,87,278/- representing 100% of the total value of debts of the company. The Scheme of Amalgamation was explained by the Chairperson and the Unsecured Creditors unanimously approved and agreed the Scheme of Amalgamation. 14. On 30.07.2020 the Official liquidator has submitted Report No. 79 before this Tribunal seeking permission to engage the services of a Chartered Accountant empanelled with the Official Liquidator for taking up the scrutiny of the books of accounts, statutory registers and other relevant records and papers relating to the Transferor Companies and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oyees in the last 5 -(five) years. Nevertheless, the Scheme of Amalgamation has included specific clauses with regard to the status and benefits of the employees being taken over by the Transferee Company which includes continuity in service on terms and conditions not less favourable than those subsisting on the Effective Date of the Scheme. Hence, there does not appear to be any situation adverse in respect of the employees. e) ADDITIONAL POINTS TO BE NOTED 1. Certain lapses have been found with regard to compliance with Section 179, Section 73 read with Rule 2(1) (c)(vii) of the Companies (Acceptance of Deposit) Rules, 2014 pertaining to the unsecured loans availed from the Directors of the Company for the financial years 2018-19 and 2015-16. Details are enclosed in ANNEXURE-C to this Report. 2. Publication of newspaper advertisement in form NCLT 3A as per Rule 35 of the National Company Law Tribunal Rules, 2016 in vernacular newspaper has not been made in vernacular language, but in English language. 3. Certain errors in the recording of minutes of the Annual General Meetings and Board Meetings of the Company have been noticed which have been detailed in the ANNEXURE- ..... X X X X Extracts X X X X X X X X Extracts X X X X
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