TMI Blog2021 (1) TMI 654X X X X Extracts X X X X X X X X Extracts X X X X ..... 18.06.2020. The Provisional Balance Sheets of all the Applicant Companies as on 31.03.2020 along with the Board Resolutions in Osram Lighting Ltd (unsecured creditor in Applicant Company 2), DSM India Pvt Ltd (unsecured creditor in Applicant Company 2), Minda Industries Ltd (unsecured creditor in Applicant Company 6), Siemens Financial services Pvt Ltd(secured creditor in Applicant Company 9) and Mahadhyuta Automotive Pvt Ltd( unsecured creditor in Applicant Company 9) are all part and parcel of Special Diary No. 135 dated 18.06.2020. The Affidavit of Mr Rajat Kumar Singh (who has deposed the consent affidavit on behalf of M/s Bajaj Finance Ltd., a secured creditor in Applicant Company 4) clarifying that his name has wrongly being stated in the previous consent affidavit as Mr Rajat Singh is annexed as Annexure E with the above compliance. The statutory auditors of the Applicant Companies have furnished certificate at Annexures B-8, C-9, D-9, E-9, F-9, G-9, H-9, I-9, J-9 and K-8 respectively, stating that the accounting treatment proposed in the Scheme is in compliance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013 - It is also stated in Para 9 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. It is stated that the Board of Directors of the Applicant Companies in their respective meetings held on 13.11.2019 and 14.11.2019 considered and unanimously approved the Scheme subject to sanctioning of the same by this Tribunal. The copy of the Board Resolutions of all the Applicant Companies are at Annexures B-4 (Colly), C-4 (Colly), D-4 (Colly), E-4 (Colly), F-4 (Colly), G-4 (Colly), H-4 (Colly), I-4 (Colly), J-4 (Colly) and K-4 (Colly), respectively. That Applicant Companies 1 to 10 have authorized Mr. Puneet Kumar Jakhodia to finalize and execute necessary certifications, confirmations, undertakings etc. that may be required to be provided on behalf of the Board in regard to the proposed Scheme . The affidavit of Mr. Puneet Kumar Jakhodia, Authorised Signatory of Applicant Companies 1 to 10 has been filed in support of contents of joint application for seeking appropriate orders/directions for dispensing with the meetings of equity shareholders, unsecured creditors and secured creditors of all the Applicant Companies. 3. As per the Memorandum Articles of Association, Annexure B-1 (Colly), the main objects of Applicant Company 1 are as follo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Annexure B-2 and Annexure B-3 of the application respectively. 7. As per the Memorandum Articles of Association, Annexure C-1 (Colly) , the main objects of Applicant Company 2 are as follows: 1. To buy, sell, exchange, alter or improve, built, manufacture, give on hire or hire-purchase agreement and deal in vehicles of any kind. 2. To construct, repair, alter, purchases, acquire, import, export, manipulate, improve, repair for market and otherwise deal in all the kinds of plants, machinery , parts, tubes, tyres, tools, accessories, utensils, substances, materials and things necessary or convenient for carrying of the above specified business or usually dealt in by persons engaged in the like trade or business. 8. As per the certificate of incorporation, the Applicant Company 2 was incorporated as a public limited company on 16.06.2003 under the provisions of Companies Act, 1956. The Corporate Identification Number (CIN) is U50101HR2003PLC083521. The registered office of the Applicant Company-2 is presently situated at Plot No. 123, Sector-3, IMT Manesar, Haryana 122050. 9. The Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 33,00,000 equity shares of ₹ 10 each 3,30,00,000/- Total 3,30,00,000/- ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 24,68,090 equity shares of ₹ 10 each 2,46,80,900/- Total 2,46,80,900/- The certified true copy of the audited financial statements for the financial year ended on 31st March, 2019 and provisional financial statements of the Applicant Company-3 for the period 1st April, 2019 to 30th September, 2019 are annexed as Annexure D-2 and Annexure D-3 of the application respectively. 14. As per the Memorandum Articles of Association, Annexure E-1 (Colly), the main objects of Applicant Company 4 are as follows: - To manufacture, design, fabricate, process, assemble, develop, undertake, buy, sell, import, export, hire, distribute, alter, repair, convert and otherwise deal in all kinds of plastic components, sheet metal components, tools, jigs, dyes, moulds, fixtures, gauges, values and appliances for all purposes including industry, agriculture and domestic. 15. As p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 10.05.2001 under the provisions of Companies Act, 1956. The Corporate Identification Number (CIN) of Applicant Company-5 is U34300HR2001PLC082933. The registered office of the Applicant Company-5 is presently situated at Plot No. 123, Sector-3, IMT Manesar, Haryana-122050. 20. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company-5 as per the Audited Accounts for the financial year ended on 31.03.2019 is as follows: - Particulars Amount In Rs AUTHORISED SHARE CAPITAL: 17,50,000 equity shares of ₹ 10 each 1,75,00,000/- Total 1,75,00,000/- ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 16,63,500 equity shares of ₹ 10 each 1,66,35,000/- Total 1,66,35,000/- It is also stated that subsequent to 31st March, 2019 and till the date of filling of this joint application there is no change in the share capital of the Applicant Company-5. 21. The certified true copy of the aud ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2019 are annexed as Annexure G-2 and Annexure G-3 of the application respectively. 26. As per the Memorandum Articles of Association, Annexure H-1 (Colly), the main objects of Applicant Company 7 are as follows: - 1. To carry on the business as buyers, departmental stores, sellers, importers, exporters, distributors, agents, brokers, factors, stockists, commission agents and dealers of: (a). All kinds of fabrics, textiles such as decorative, hand and machine made readymade garments, carpets, durries, mats, rugs, namdas, blankets, shawls, tweeds, linens, flannels, beds spreads, quilts, scarfs, belts, tapestry and all other articles of silk, cotton, woollen and worsted materials and all sorts of apparels, dressing materials, mixed, blended products, nylon, polyster fibre, yarn, hosiery and mixed fabrics, natural silk fabrics and garments. (b). Engineering goods, machine tools, hand tools, small tools, metals, alloys, iron, pipe fittings, nuts and bolts, bicycles and accessories, automobiles parts, steels and stainless steel and iron products, ores and scraps, metallurgical residues hides, skins, leather goods, furs, bristles, tobacco (raw and manufactured) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, remodel, hire, exchange, repair, service and otherwise deal in all types of parts, gears, transmission axles, joints, springs, lamps, chains, bodies, frames, chassis, engines, tyres, tubes, batteries, goods, instruments, appliances and apparatus, equipment, components, accessories, raw materials of every kind and description required for or in connection with the objects described in 1 above. 31. As per the Certificate of Incorporation, the Applicant Company 8 is a private limited company incorporated on 22/03/2018 under the provisions of Companies Act, 2013. The Corporate Identification Number of Applicant Company 8 is U74999HR2018PTC082447. The registered office of the Applicant Company 8 is presently situated at Plot No. 123, Sector-3, IMT Manesar, Haryana-122050. 32. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company 8 as per the Audited Accounts for the financial year ended on 31st March 2019 is as follows: Particulars Amount In Rs. AUTHORISED SHARE CAPITAL: 2,50,000 equity shares of ₹ 10 each 25,00,000/- Tota ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 equity shares of ₹ 10 each 24,00,400/- Total 24,00,400/- It is also stated that subsequent to 31.03.2019 and till the date of filling of this joint application there is no change in the share capital of the Applicant Company 9. 37. The certified true copy of the audited financial statements for the financial year ended on 31st March, 2019 and provisional financial statements of the Applicant Company 9 for the period 1st April, 2019 to 30th September, 2019 are annexed as Annexure J-2 and Annexure J-3 of the application respectively. 38. As per the Memorandum Articles of Association, Annexure K-1 , the main objects of Applicant Company 10 are as follows: 1. To carry on the business of investment in the shares for the purpose of holding controlling stake and loaning, lending and advancing money to commercial and industrial enterprises for the purpose of acting as a Core Investment Company as defined by the Guidelines issued under the Reserve Bank of India Act, 1934. 2. To carry on the business of investment and financiers (not amounting to banking business within the me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... corporate debt restructuring with any of the secured and unsecured creditors of the Transferor and Transferee Company. 44. The Application has been filed with the following prayers:- (a) Dispense with the requirement of convening, holding and conducting Meetings of the Equity Shareholders of the Applicant Companies, Secured Creditors of Applicant Company II, III, IV, V, IX and Unsecured Creditors of the Applicant Company II, III, IV, V, VI, VII, VIII, IX and also dispense with the requirement of issue and publication of notices for the same in terms of the provisions of section 230(9) of the Companies Act, 2013; (b) Passing of necessary directions for issue of notices to the Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, Registrar of Companies, Delhi Haryana, Official Liquidator attached to the High Court of Punjab and Haryana, Chandigarh and Income Tax Authorities having jurisdiction over the Applicant Companies in terms of section 230(5) read with rule 8 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016; (c) Pass any other order(s) or directions as may be deemed fit by this Hon ble ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders as on November 13, 2019. The said equity shareholders of the Applicant Company-3 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-3 along with their respective consent affidavits are annexed as Annexure D-6 (Colly) of the application. 51. The Applicant Company-3 has 1 (one) secured creditor having an outstanding balance of ₹ 2,48,77,889 (Rupees Two crore forty eight lacs seventy seven thousand eight hundred eighty nine) as on 15th November, 2019. The said secured creditor has given its consent, by way of consent affidavit. A certificate of M/s AJH Co., Chartered Accountants, certifying the number of secured creditors in the Applicant Company-3 as on 15th November, 2019 and respective consent affidavit is annexed as Annexure D-7 (Colly) of the application. 52. The Applicant Company-3 has 149 (One hundred forty nine) unsecured creditors having an outstanding balance of ₹ 15,51,28,004 (Rupees Fifteen crore fifty one lacs twenty eight thousand four) as on 15th November, 2019. The 28 (Twenty eight) unsecured creditors having an outstanding balance of ₹ 14,89,67,839 (Rupees Four ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany-4 as on 15th November, 2019 and respective consent affidavits are annexed as Annexure E-8 (Colly) of the application. 56. The Applicant Company-5 has seven equity shareholders as on November 15, 2019. The said equity shareholders of the Applicant Company-5 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-5 along with their respective consent affidavits are annexed as Annexure F-6 (Colly) of the application. 57. The Applicant Company-5 has 1 (One) secured creditor having an outstanding balance of ₹ 95,92,589 (Rupees Ninety five lacs ninety two thousand five hundred eighty nine) as on 15th November, 2019. The said secured creditor has given its consent, by way of consent affidavit. A certificate of M/s AJH Co., Chartered Accountants, certifying the number of secured creditors in the Applicant Company-5 as on 15th November, 2019 and respective consent affidavit is annexed as Annexure F-7 (Colly) of the application. 58. The Applicant Company-5 has 74 (Seventy four) unsecured creditors having an outstanding balance of ₹ 2,13,60,034 (Rupees Two Crore thirteen lacs sixty thousand thirty ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-7 along with their respective consent affidavits are annexed herewith and marked as Annexure H- 6 (Colly) of the application. 63. The Applicant Company-7 has no secured Creditor as on November 15, 2019. A certificate of M/s AJH Co., Chartered Accountants, certifying that there is no secured Creditor in the Applicant Company-7 is annexed as Annexure H-7 of the application. 64. The Applicant Company-7 has 1 (one) unsecured creditor having an outstanding balance of ₹ 3,20,817 (Rupees Three lacs twenty thousand eight hundred seventeen) as on 15th November, 2019. The said unsecured creditor has given its consent, by way of consent affidavit. A certificate of M/s AJH Co., Chartered Accountants, certifying the number of unsecured creditors in the Applicant Company-7 as on 15th November, 2019 and respective consent affidavit is annexed as Annexure H-8 (Colly) of the application. 65. The Applicant Company-8 has two equity shareholders as on November 14, 2019. The said equity shareholders of the Applicant Company-8 have given their consents, by way of affidavits, to the Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate of M/s AJH Co., Chartered Accountants, certifying the number of secured creditors in the Applicant Company-9 as on 15th November, 2019 and 15th February,2020 and respective consent affidavit is annexed as Annexure J-7 (Colly) of the application. 70. The Applicant Company-9 has 53 (Fifty three) unsecured creditors having an outstanding balance of ₹ 1,88,17,865 (Rupees One crore eighty eight lacs seventeen thousand eight hundred sixty five) as on 15th November, 2019. The 19 (Nineteen) unsecured creditors having an outstanding balance of ₹ 1,83,11,777 (Rupees One crore eighty three lacs eleven thousand seven hundred seventy seven) consisting 97.31% of unsecured creditors in value have given their consent, by way of consent affidavits. A certificate of M/s AJH Co., Chartered Accountants, certifying the number of unsecured creditors in the Applicant Company-9 as on 15th November, 2019 and respective consent affidavits are annexed as Annexure J-8 (Colly) of the application. 71. The Applicant Company-10 has six equity shareholders as on November 13, 2019. The said equity shareholders of the Applicant Company-10 have given their consents, by way of affidavits, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Companies either by itself or through its subsidiaries/nominess shall stand cancelled and extinguihed. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming effect of the Scheme. 76. During the course of hearing on 26.05.2020, the following order was passed :- Heard Ms. Beena Rani Pandey and Mr. Rohit Aggarwal, the learned counsels for the Applicant Companies. On the last date of hearing, learned counsel for the Applicant Companies submitted that they will file a latest provisional balance sheet but the same is not filed till date. However, the learned counsel for the Applicant Companies is permitted to file the following documents through email within four weeks:- (1) The provisional balance sheets of all the Applicant Companies as on 31.03.2020. (2-A) Transferor Company No. 2 - The Specific Power of Attorney dated 04.02.2020 issued by M/s Osram Lighting Private Limited in favour of Mr. Sanjay Narula at Page 321 states that the said Power of Attorney will expire on 31.03.2020 or till the time the designated attorney is the employee of the Company or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orized representative representing the applicant companies has submitted in response to the missing Board resolution / authority in case of Indian Bank, Secured Creditor in Transferor Company-9 as mentioned in direction (6-A) in the above order dated 26.05.2020 has placed reliance on Annexure J-7 (Colly) in the original application, wherein it is certified by AJH Co., Chartered Accountants that there is no outstanding as on 15th February, 2020 in the name of Indian Bank Limited (Term Loan and OD). Therefore, there is no need of furnishing Board resolution / authority in case of Indian Bank as there is no outstanding due as on date. 78. It is submitted that the Scheme (Annexure A) also takes care of the interests of the staff/workers and employees of the Transferor Companies. It is provided under Part III clause 18 of the Scheme is as under: Upon the coming into effect of this Scheme, the permanent employees of the Transferor Companies who are on employment as on the Effective Date shall become the permanent employees of the Transferee Company with effect from the Effective Date without any break or interruption in service and on terms and conditions as to employment and re ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
