9911796707
TMI Blog2021 (11) TMI 123X X X X Extracts X X X X X X X X Extracts X X X X ..... the meetings of equity shareholders, preference shareholders, secured and unsecured creditors of Petitioner-Company was filed before this Tribunal vide Company Application No. CA(CAA) No. 02/Chd/Hry/2018 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the 'Act') necessary directions were issued on 23.05.2018, wherein the meetings of equity shareholders, preference shareholders, unsecured creditors of Petitioner-Company were dispensed with as consent affidavits had been obtained from them. Since, there were no secured creditors in the Petitioner-Company and therefore, there was nothing to convene their meeting. 3. The main objects, date of incorporation, authorized and paid-up share capital and the rationale of the Scheme have been discussed in detail in the order dated 23.05.2018. 4. Annexure-6 of Diary No. 3257 dated 30.08.2018 is the certificate of M/s. S.R. Batliboi LLP dated 29.08.2017 in respect of the Transferee Company, certifying that the accounting treatment contained in the aforesaid Scheme is in compliance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme have been received by the petitioner-company. The petitioner-company shall at least 7 days before the date of hearing of the petition file an affidavit of service regarding paper publication as well as service of notices on the authorities specified above including the sectoral regulator as well as to objectors, if any. The petitioner company shall individually comply with proviso to subsection (3) of section 232 or proviso to sub-section (7) of Section 230, as may be applicable under the circumstances on or before the date fixed for hearing by filing the certificate of company's auditor. Registry shall also report before the date fixed as to whether any objection has been received to the proposed Scheme in the registry." 7. The Petitioner Company has filed compliance affidavit vide Diary No. 3257 dated 30.08.2018 with regard to compliance of the directions given in the above order dated 10.07.2018. Copy of the Business Standard (English, Haryana Edition) and Amar Ujala (Hindi, Haryana Edition) dated 10.08.2020 are duly annexed as Annexure-5 of the compliance affidavit. The Registry has also reported that no objections have been received as per order dated 10.07.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 961. It is also submitted that upon the perusal of the computation of Net Assets & intrinsic value of equity shares of the applicant, it has been declared that the net worth of the Petitioner Company is negative yielding the value per share at Rs. (-548). It is also stated that the Petitioner has arbitrarily taken the fair value of the equity share at INR 1.05/- despite the net worth being negative. 15. The Learned Counsel in response to the above report has placed on record an affidavit of Mr. Kulasekaran Nithyanandan, authorized signatory of the Transferee Company vide Diary No. 00882/01 dated 23.02.2021. It is deposed that the accumulated tax losses, unabsorbed depreciation of the Petitioner Company are not being carried forward to the Transferee Company. It is further stated that the paid-up share capital of the Company is Rs. 4,77,380/- and the net worth of the Company is negative on a net asset value basis, but company with operations is to be considered on a fair value based on its operations and cannot be taken negative, therefore, the value of Rs. 1.05/- is the nominal value arrived at in the valuation report prepared by the experts, considering the operations of the Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares of INR 10/- each of Transferee Company for every 100 (one hundred) equity shares of INR 1/- each held in Transferor Company No. 1/ (b) Transferor Company No. 2 i. 1.68 (one dot six eight) fully paid up equity shares of INR 10/- each of Transferee Company for every 100 (one hundred) equity shares of INR 10/- each held in Transferor Company No. 2; and ii. 1.68 (one dot six eight) fully paid up equity shares of INR 10/- each of Transferee Company for every 100 (one hundred) compulsory convertible preference shares of INR 10/- each held in Transferor Company No. 2. (c) Transferor Company No. 3 0.05 (zero dot zero five) fully paid up equity shares of INR 10/- each of Transferee Company for every 100 (one hundred) equity shares of INR 0.50 each held in Transferor Company No. 3." 20. It is submitted that as the registered offices of Transferor-Companies No. 1 & 3 and Transferee-Company is in Karnataka, therefore, a Second Motion Petition was filed in the National Company Law Tribunal, Bengaluru Bench. It could be seen that the NCLT, Bengaluru bench vide order dated 16.01.2019 dismissed the joint petition filed by the remaining Transferor Companies and Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and iii) That all proceedings now pending by or against the Transferor Companies No. 1 to 3 be continued by or against the Transferee Company; and iv) That all the employees of the Transferor Companies No. 1 to 3 shall be transferred to the Transferee Company in terms of the 'Scheme'; and v) That the Transferee Company do, without further application, allot to the existing members of the Transferor Companies No. 1 to 3 shares of Transferee Company to which they are entitled under the said Scheme of Amalgamation; and vi) That the fee, if any, paid by the Transferor Companies No. 1 to 3 on their authorized capital shall be set off against any fees payable by the Transferee Company on its authorized capital subsequent to the sanction of the 'Scheme'; and vii) That the Transferee Company shall deposit an amount of Rs. 2,00,000/- with the Pay and Accounts Office in respect of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and ' Rs. 25,000/- in favor of 'The Company Law Tribunal Bar Association', Chandigarh within a period of four weeks from the date of receipt of the certified copy of this order. viii) That the P ..... 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