TMI Blog2021 (6) TMI 489X X X X Extracts X X X X X X X X Extracts X X X X ..... Cement Limited (hereinafter jointly referred to as the Petitioner Companies) have preferred this application under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as 'the rules') seeking sanctioning of Scheme of Amalgamation of Parsec Enterprises Private Limited ( The Transferor Company ) with Saurashtra Cement Limited( The Transferee Company ) and their respective Shareholders and Creditors('the Scheme'). 2. The Petitioner Companies had filed an application being CA (CAA) No. 76 of 2020 before this Tribunal seeking dispensation of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Transferor Company and Secured Creditors of the Petitioner Transferee Company and appropriate directions were sought for holding and convening meeting of the Equity Shareholders and Unsecured Creditors of the Petitioner Transferee Company. By an order dated 8th December 2020 made in CA (CAA) No. 76 of 2020, this Tribunal allowed the Application inter alia, dispensing with the holding of meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Unsecured Creditors were duly convened and held on 5th day of February 2021 at 11:30 A.M. and 3:30 PM respectively at its registered office Near Railway Station, Ranavav 360 560, Tal: Ranavav. Dist: Porbandar Gujarat. The Chairman appointed by the Tribunal has filed an Affidavit wherein the Chairman has submitted its report along with the Scrutinizers report for the said meetings. On perusal of the same, the Scheme has been approved by 99.995% Equity Shareholders and 100% Unsecured Creditors of the Petitioner Transferee Company present and voting at the meeting. 5. The Petitioner Companies have filed the present petition being CP (CAA) 15 of 2021 before this Tribunal seeking sanction of the Scheme. 6. It is submitted by the learned lawyer for the Petitioner Companies that, this Tribunal by order dated 23rd March 2021, admitted the petition and directed issuance of notice of hearing be published in English daily 'Business Standard', Mumbai and Ahmedabad Edition and Gujarati translation thereof in 'Jai Hind' Rajkot Edition not less than ten days before the date fixed for hearing, calling for their objections, if any, on or before the date of hearing. This Tri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against 6 Secured creditors and not 4 Secured Creditors as stated by the Transferee Company. With reference to the same it is submitted as follows:- 5.1. Out of 15 open secured charges, charges pertaining to One Charge of Dena Bank, One Charge of IDBI Trusteeship Services Limited and Two Charges of Industrial Development Bank of India have been satisfied as under: a. Dena Bank (now merged with Bank of Baroda) - ₹ 115.79 crores (charge ID 10231444) on 10.3.2021. b. Industrial Development Bank of India Trusteeship Services Limited - ₹ 115.80 crores (charge ID 10230392) on 15.3.2021. c. Industrial Development Bank of India (Charge ID 80025124) - ₹ 10 Cr on 18.3.2021. d. Industrial Development Bank of India (Charge ID 80025125) - ₹ 58.15 Cr on 18.3.2021. Copies of Certificates of Satisfaction and form filed with RoC are annexed as Annexure - B (colly). 5.2. It is further submitted that out of balance Eleven Charges, eight charges are pertaining to HDFC Bank Limited (Charge ID No. 100371349, 100327696, 100298338, 100292661, 100278212, 100213596, 100201793, 100201797) and one charge is of Axis Bank Limited (Charge ID No. 1029266 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ther as submitted earlier the Petitioner Transferee Company is allowed under automatic route 100% FDI and no prior approval under FEMA is required. However, Petitioner Transferor and Transferee Companies undertake to comply the provisions of FEMA and RBI. 8. It is submitted that the Official Liquidator (hereinafter referred to as 'OL') has filed its representation vide Reports dated 19.02.2021. 9. With reference to paragraphs 1 to 24 of the OL representation, the contents thereof do not require any comments. 10. With reference to clause 25 of OL report, the Petitioner Transferor Company undertake to preserve their books of accounts, papers and records and it shall not dispose of without prior approval of the Central Government as per Section 239 of the Companies Act. 11. With reference to clause 26 of the OL report, the Petitioner Transferor Company undertake to ensure statutory compliance of all the applicable laws and on the sanctioning of the Scheme, it shall not absolve from any statutory liability, in any manner. 12. With reference to clause 27 of the OL report, it is submitted that the Petitioner Transferor Company shall pay related office exp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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