TMI Blog2020 (12) TMI 195X X X X Extracts X X X X X X X X Extracts X X X X ..... rasives Private Ltd (Transferor Company) and Blastline India Private Ltd (Transferee Company).be dispensed with in view of the Affidavits sworn to by the Members, Secured and Unsecured creditors of both the Companies giving their consent to the Merger; (ii) to direct both the applicant companies for serving notice on the Central Government, the Registrar of Companies, Kerala, Income Tax Authorities and Official Liquidator; and (iii) Pass such further and other orders as may be deemed necessary. 3. The Registered Office of the Applicant Companies is situated in the State of Kerala and therefore they are within the jurisdiction of this Tribunal. 4. From the certificate of incorporation filed, it is evident that the Transferor Company/Applicant No.1 was incorporated on 10.11.2011 under the name and style of Jolly Metal Abrasives Private Limited and the Transferee Company/Applicant No.2 was incorporated on 31.07.2012 under the name and style of Blastline India Private Limited under the Companies Act, 1956. 5. Affidavit in support of the joint application sworn for and on behalf of both the applicant companies has been filed by Shri Josekutty Antony, being the Director of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Ltd (Transferee Company).has also been produced. 13. Jolly Metal Abrasives Private Ltd (Transferor Company) (a) There are three members/shareholders in the Transferor Company viz., Jolly Metal Abrasives Private Ltd. Separate affidavits sworn to by these three Members/Shareholders (100%) of the Transferor Company, expressing their consent to the Scheme of Merger and for dispensation of their meeting for approval of the scheme have been produced. (b) The certificate issued by the Chartered Accountant stating that the Transferor Company does not have any Secured Creditors has also been produced. (c) As per the certificate issued by the Chartered Accountant, the Transferor Company is having Unsecured Creditors aggregating outstanding amount to the extent of ₹ 16,32,35,390/- as on 31.12.2019. Separate affidavits sworn to by Five unsecured Creditors for an amount of ₹ 16,13,54,458/- (aggregating to 98.84%), expressing their consent to the Scheme of Merger and for dispensation of meeting for approval of the Scheme have also been produced. 14. Blastline India Private Ltd (Transferee Company) (a) There are 2 (two) members/shareholders in the Transferee Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntion here that under the proviso to Section 230(4) of the Act, any objection to the Compromise and Arrangement shall be made only by persons holding not less than 5% of the shareholding. 17. As stated in earlier paragraphs, 100% of the Shareholders, and 98.84% of the Unsecured Creditors of the Transferor Company as well as 100% of the shareholders, 100% of the Secured Creditors and 83.69% of the Unsecured Creditors in the Transferee Company as on 31.12.2019 have been supporting and agreeing to the Scheme of Merger and for dispensation of their meeting for approval of the Scheme by way of their consent affidavits. There is no Secured Creditor in the Transferor Company. 18. In view of the above, I am of the view that calling of the meetings of the members/shareholders 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. 19. In this connection it is relevant to state that the unsecured creditors representing only 83.69% in value of transferee Company have given their consent affidavit in favour of the proposed Scheme. Since the consent of the Unsecured Credito ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Chairman for the aforesaid meeting shall be ₹ 15,000/- (Rupees fifteen thousand only) and the fee of the Scrutinizer shall be ₹ 10,000/- (Rupees ten thousand only) in addition to their incidental expenses. The Chairman will file his report within two weeks from the date of holding of the above said meeting. E. The Individual notices of the said meeting shall be sent by the Transferee Company through registered post or speed post or through courier or through e-mail 30 days in advance before the scheduled date of meeting indicating the day, date, place and time as aforesaid together with a copy of Scheme of Merger, a copy of explanatory statement, as required under the Companies Act. 2013. F. The Transferee Company shall publish advertisement with a gap of at least 30 clear days before the aforesaid meeting, indicating the day, date, place and time as aforesaid in the English Newspaper Daily Financial Express and Malayalam Newspaper Daily Janayugam stating the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 50 of the Companies Act. 2013 stating that the form of proxy will be provided free of charge at the regis ..... X X X X Extracts X X X X X X X X Extracts X X X X
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