TMI Blog2021 (12) TMI 850X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme of Amalgamation of SLT Infracon Private Limited,the Transferee Company with the Transferor Companies such as Birch Vinimay Private Limited , Indtigrated Suppliers Private Limited , Sinjan Developers Private Limited and Sinjan Realtors Private Limited whereby and where under the entire undertakings of the Transferor Companies together with all assets and liabilities relating thereto on going concerns are proposed to be transferred to and vested in the Transferee Company with effect from the Appointed Date as mentioned in the Scheme. 1. The Rationale of the proposed company Scheme is stated by the Petitioners as under: i. The Transferee Company is presently engaged in Civil Engineering / Construction activities inter-alia it has also made development of surplus funds in other investable instruments. Apart from pursuing the main object, all the Transferor Companies have made deployment of surplus funds in other investable instruments for the time being. The business of the Transformer Companies and the Transferee Company can be combined / adjusted and carried forwarded conveniently with combined strength; ii. The amalgamation will enable the Transferee Company to cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es had given their consents by way of Affidavits, Documents, Resolutions before this Tribunal, for dispensing with the meetings of the equity shareholders, as such, prayed to dispense with the convening and holding meetings of the shareholders. 3. This court vide its order dated 19th January, 2021, passed in CA (CAA) No. 01/GB/2020 have dispensed with the meetings of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies as prayed for. This Tribunal also directed the petitioners for issuance of notices to :- a. Central Government through Regional Director, North Eastern Region, Ministry of Corporate Affairs, Guwahati b. Central Government through Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata c. The Registrar of Companies, NER, Guwahati d. The Registrar of Companies, Kolkata e. The Official Liquidator, NER, Guwahati f. The Official Liquidator, Kolkata g. The Income Tax Authorities, having jurisdictions over the affairs of the Companies. 4. The petitioners have submitted that pursuant to the order passed by the Hon ble Guwahati Bench of the Tribunal dated 19th January, 2021 in Company Application No. C.A (CA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 27.10.2021; the Official Liquidator, Kolkata has filed his report dated 26.10.2021. 7. The Regional Director, Eastern Region, Kolkata with additional charge of Regional Director, NER, Guwahati has made the following observations in its representation: Para 2 (a): That the Transferee Company is based at Assam, registered with the Registrar of Companies at Guwahati and all the transferor companies are based at Kolkata registered with Registrar of Companies, West Bengal. The Hon ble NCLT, New Delhi, Principal Bench vide its order passed on 03/09/2019 under Rule 16 (d) of NCLT Rules, 2016 in CA/1689(PB)/2019 allowed the filing of the Joint Petitions at Guwahati Bench where the Transferee Company is located. Accordingly, this representation of the Central Government on the proposed scheme of amalgamation of above named petitioner companies is being filed before the NCLT, Guwahati Bench. Para 2 (b): That on examination of the report of the Registrar of Companies, Guwahati dated 26.10.2021, it appears that all the transferor companies are registered under the jurisdiction of ROC, Kolkata. Further, no complaint and/or representation regarding the proposed scheme of Amalgamation h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i): The Hon ble tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Para 2 (j): The Petitioners under provisions of Section 230 (5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (s) concerned. 8. The Official Liquidator, NER, Guwahati have made the following observations in his representation: Para 2: That, all the Transferor Companies are registered under the jurisdiction of ROC, Kolkata. Only the Transferee Company SLT Infracon Private Limited is registered with ROC, Guwahati. Therefore, report of Official Liquidator, Gauhati High Court has been prepared based on the available records of his office and the documents submitted by the Transferee Company. Para 3: That on receip ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imited will be issued 66 equity shares of ₹ 10 each of Transferee Company credited as fully paid up, for every 1 equity share of ₹ 10 each held by them in Sinjan Developers Private Limited. e) Shareholders of Sinjan Realtors Private Limited will be issued 304 equity shares of ₹ 10 each of Transferee Company credited as fully paid up, for every 1 equity share of ₹ 10 each held by them in Sinjan Developers Private Limited. Para 8: That the appointed date of the Scheme was suggested for the 1st Day of April, 2018. Para 9: That the Transferee Company M/s SLT INFRACON PRIVATE LIMITED was incorporated under the provisions of the Companies Act, 1956 on 22.03.2010. The company is having its Registered Office at Vill- Uttar Badarpur, P.O- Badarpurghat, P.S.- Algapur Hailakandi Assam-788803 which falls within the jurisdiction of this Office of Regional Director. The main objects of the Company include the following- To carry on the business of general and infrastructural development contractors and construction contracts. To enter into an agreement to take over the partnership firm named M/s Shyam Lal Tusnial existing and other such business Para 10: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se on which they are engaged or employed by the TRANSFEROR COMPANIES without any interruption of service as a result of this amalgamation and transfer. Para 4: That as per Clause 10 of Part IV of the Scheme and Share Valuation Report submitted by SHRI ANIL KUMAR GUPTA, IBBI Registered Valuer the share exchange ratio is as follows: 17 (Seventeen) Equity Shares of ₹ 10/- each credited as fully paid up in the TRANSFEREE COMPANY for every 1 (One) Equity Share of ₹ 10/- each fully paid-up held by such Equity Shareholders in TRANSFEROR COMPANY NO. 1. 53 (Fifty Three) Equity Shares of ₹ 10/- each credited as fully paid-up in the TRANSFEREE COMPANY for every 2 (Two) Equity Shares of ₹ 10/- each fully paid-up held by such Equity Shareholders in TRANSFEROR COMPANY NO. 2. 66 (Sixty-Six) Equity Shares of ₹ 10/- each credited as fully paid-up in the TRANSFEREE COMPANY for every 1 (One) Equity Share of ₹ 10/- each fully paid-up held by such Equity Shareholder in TRANSFEROR COMPANY NO. 3. 304 (Three Hundred and Four) Equity Shares of ₹ 10/- each credited as fully paid-up in the TRANSFEREE COMPANY for every 1 (One) Equity Shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Director in his affidavit are merely informative in nature based on the orders passed by the Hon ble NCLT, New Delhi, Principal Bench vide its order passed on 03/09/2019 under rule 16 (d) of NCLT Rules, 2016 in CA/1689(PB)/2019 allowing the filing of the Joint Petitions at Guwahati Bench where the Transferee Company is located. Hence no comments are offered. Para 2 (b):That the Registrar of Companies, Guwahati vide its report dated 26.10.2021 addressed to the Regional Director has informed that the Registered Office of the Transferor Companies are under the Jurisdiction of Registrar of Companies, Kolkata. Further the Regional Director has also reported in his affidavit that no complaint and/or representation regarding the proposed scheme of Amalgamation has been received against the Transferee Company. Para 2 (c): That the Regional Director has in his affidavit reported that the Transferor Companies have filed financial statements up to 31st March, 2020 stating up-to-date filing. Hence, no comments are offered. Para 2 (d): That the Petitioner Companies hereby agree that the Appointed Date be shifted from 01st April, 2018 to 01st April, 2021. The Board of Directors of the P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsecured Creditor representing 100% in value of the Unsecured Creditor of the Transferor Company No. 3 has given his affidavit of consent to the proposed Scheme of Amalgamation which is annexed to the Company Application C.A (CAA) No. 01/GB/2020 being ANNEXURE W. Hence, the Scheme has the requisite approval of the shareholders and creditors. Para 2 (i): That the deponent duly authorized by the Petitioner Companies hereby affirms that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or change is made. Para 2 (j): That the Petitioner Companies have complied with the directions contained in the order passed by the NCLT, Guwahati Bench and have effected service upon all Regulatory Authorities as directed in the order passed by the said Tribunal in their order at the dispensation stage and also at the time of second motion stage The Petitioners have filed affidavits of compliance. The Petitioner Companies agree that decision of any authorities post sanctioning shall be binding on Transferee Company. Copy of the Board resolutions passed by the Board of Directors of the Transferor Companies for shifting of Appo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be construed as an order in any way granting exemptions from payment of Stamp Duty, taxes,GST or any other charges, if any, and payment in accordance with law. ii. The whole of the property, rights and powers of Transferor Companies be transferred without further act or deed to the Transferee Company and accordingly the same shall ,pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee Company for all the state and interest of the Transferor Companies therein but subject nevertheless to all charges now affecting the same; and iii. All liabilities including taxes and charges, if any and duties of the Transferor Companies be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company without in any way obstructing compliance of depositing outstanding tax dues if any; and iv. All proceedings now pending by or against the Transferor Companies, if any, be continued by or against the Transferee Company: and v. All employees of the Transferor Companies will b ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
