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TMI Blog2021 (2) TMI 17X X X X Extracts X X X X X X X X Extracts X X X X ..... aring that there is no requirement for holding of meeting of Secured Creditors of the 'B H Enterprises Pvt. Ltd.' /Transferee Company as there are NIL Secured Creditors. iv) That appropriate orders and / directions be passed by the Hon'ble Bench for dispensing with the meeting of Unsecured Creditors of B. H. Enterprises / Transferee Company as Unsecured Creditors representing more than 90% (in value) of the Transferee Company have given to their written consents by way of Affidavit adopting the Scheme of Amalgamation without any modification(s). v) That appropriate orders and/directions be passed by the Hon'ble Bench declaring that there is no requirement for holding of meeting of Secured Creditors of 'Kajalgaon Carbon / Transferor Company No.1, 'Subhag Power' / Transferor Company No.2 and 'Subhag Projects' / Transferor Company No.3 as there are NIL Secured Creditors. vi) That appropriate orders and/directions be passed by the Hon'ble Bench for dispensing with the meeting of Unsecured Creditors of 'Kajalgaon Carbon / Transferor Company No.1, as Unsecured Creditors representing more than 90% (in value) of 'Kajalgaon Carbon'/Transferor Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the business of all Companies involved in the Scheme. The business of the Transferor Companies and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength; b) The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure; c) The amalgamation will result in economy of scale including reduction of overhead expenses relating to management and administration in better and more productive utilization of various resources; d) The business of the Transferor Companies can be conveniently and advantageously combined together in general with the business of the Transferee Company concerned and will be carried on more economically and profitably under the said Scheme; e) The said Scheme of Amalgamation will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the company concerned. The said scheme will also enable the undertaking(s) and business of the said applicant company to obtain greater facilities posse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g into effect the Scheme as per Section 66 of the Companies Act, 2013 except cancellation of shares of Transferee Company due to inter / cross holding of shares resulting from this amalgamation. 9. It is stated that the present Scheme of Amalgamation does not contain or provide for Corporate Debt Restructuring and the Transferee Company as well as the Transferor Company No.3 have never issued or agreed to issue any debenture. 10. That the Transferor Company No.1 has issued Unsecured Optionally Fully Convertible Debentures: 25,000 zero interest Unsecured Fully Convertible Debentures of Rs. 100/- each paid up Convertible into equity shares of Rs. 10/- each at the option of the debenture holder(s) any time after 31.03.2017 but within 31.03.2035 at the fair market value per equity share as per the last audited Balance Sheet as on the date of conversion to be determined on the basis of the valuation report of a Registered Valuer, or redeemable at the option of the Board of Directors of the Company at par or premium as may be mutually decided by the company and the debenture holder(s) any time after 31.03.2017 but within 31.03.2035 - held by a Related Parties. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Pvt. Ltd. is 6 as on 31.08.2020 and all the shareholders have given their written consent by way of Affidavit to the proposed Scheme of Amalgamation. Copy of the list of Equity Shareholders duly certified by the statutory auditor and Affidavit by all the equity shareholders of the Transferor Company No.1 is annexed with the application marked with Letter "L1". 17. Likewise, the total number of Equity Shareholders in the Transferor Company No.2 Subhag Power Pvt. Ltd. is 2 as on 31.08.2020 and all the shareholders have given their written consents by way of Affidavit to the proposed Scheme of Amalgamation. Copy of the list of Equity Shareholders duly certified by the statutory auditor and Affidavit by all the equity shareholders of the Transferor Company No.2 is annexed with the application marked with Letter "L2". 18. That the total number of Equity Shareholders in the Transferor Company No.3 Subhag Projects Pvt. Ltd. as on 31.08.2020 is 4 and all the shareholders have given their written consents by way of Affidavit to the proposed Scheme of Amalgamation. Copy of the list of Equity Shareholders duly certified by the statutory auditor and Affidavit by all the equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Rupees One Crore Fifty lacs Twenty Two thousand Five hundred only) as on 31.08.2020. All the said Unsecured Creditor have given their consent by way of an Affidavit to the proposed scheme of Amalgamation. A certificate in this regard from the statutory auditor of the Transferor Company No.2 certifying NIL Secured Creditor and list of Unsecured Creditors as on 31.08.2020 along with the affidavit of the Unsecured Creditor is annexed with the application marked as Letter "M2". 22. That the Transferor Company No.3 Subhag Projects Pvt. Ltd. has no Secured Creditors as on 31.08.2020. Further, the Transferor Company No.3 have 2 (Two) Unsecured Creditors amounting to Rs. 95,000.00 as on 31.08.2020 and all the Unsecured Creditors have given their consents by way of Affidavit to the proposed Scheme of Amalgamation. A certificate from the statutory auditors of the Company certifying NIL Secured and list of Unsecured Creditors as on 31.08.2020 is annexed with the application marked as Letter "M3". 23. It is stated that Shri Goutam Kumar Das and Sri Avirup Paul are the present Directors of the Transferee Company, B. H. Enterprises Pvt. Ltd.; Sri Swarup Kumar Maity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Scheme and by waiving their rights to participate in such meeting, the meetings of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies are hereby dispensed with. 29. Therefore, in our view, the present Company Application deserves to be allowed. Accordingly, it is allowed in terms of the prayer clause and subject to following directions: (i) The Applicant Companies to issue a notice, in Form No.CAA.3 along with disclosures mentioned under Rule 6, as per the provisions of Section 230(5) read with Rule 8 of the Companies Act, to - a. Central Government through Regional Director, North Eastern Region, Ministry of Corporate Affairs, Guwahati b. The Registrar of Companies, Guwahati c. The Official Liquidator, Guwahati d. The Income Tax Authorities, having jurisdiction over the affairs of the Company. e. Competition Commission of India by informing that their representations, if any, to be made within a period of 30 days from the date of receipt of such notice, failing which it would be presumed that they have no objections to make on the proposed Company Scheme/proposal. Such notices shall ..... X X X X Extracts X X X X X X X X Extracts X X X X
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