TMI Blog2022 (1) TMI 672X X X X Extracts X X X X X X X X Extracts X X X X ..... e Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Amalgamation between the Applicant Companies. The said Scheme is also attached as Annexure-A of the Application. 2. It is submitted that the Applicant Companies have prayed for dispensing with the requirement of convening meetings of the Equity Shareholders and Secured Creditors of the Applicant No. 1, No. 2 No. 3 and Unsecured Creditors of Applicant No. 3. It is further prayed for calling and convening the meetings of the Equity Shareholders and Secured creditors of the Applicant No. 4 and Unsecured Creditors of Applicant No. 1, No. 2 and No. 4. 3. The Applicant No. 1 to 4 are presently engaged in the business of manufacturing, assembling, buying, selling, exporting, importing and dealing in wholesale and in retail in Automobile Parts, Two-Wheeler Parts, Passenger Car Parts, Tractor Parts, Auto Electronic and Electrical Parts and Engineering items and assemblies etc. 4. It is submitted that the registered offices of the Applicant Companies are situated in the State of Haryana and, therefore, the jurisdiction of all the applicant companies lies with this Tribuna ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al and other expenditure. vi. The amalgamation would result in improved competitive position of the Transferee Company as a combined entity and achieving economies of scale. vii. Structured, sharper and better management focusing on holistic growth of the businesses could be achieved by the proposed amalgamation. viii. Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities. 6. It is stated that the Board of Directors of all the Applicant Companies in their respective meetings held on 26.07.2021 have considered and approved the Scheme of Amalgamation subject to sanctioning of the same by this Tribunal. The copy of the Board Resolutions of the Applicant No. 1, Applicant No. 2, Applicant No. 3 and Applicant No. 4 are at Annexures B3, C3, D3 and E3 respectively of the application. The Applicant Companies have authorized Mr. Om Prakash Aggarwal, Mr. Rakesh Kumar Sharma, Mr. B.M. Jhamb, Mr. Sanjeev Garg, Mr. Jagdish Chand Dwivedi and Mr. S. Kartik, to do all acts and deeds and things in relation to the Scheme. The affidavits of Mr. Jagdish Chand Dwivedi, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidator and Income Tax Authorities. The aforesaid affidavits duly signed by the authorised representative of the respective applicant companies are attached as Annexure-F of the application. It is also deposed by the authorised representative of the Applicant No. 4 that it is a public limited company having shares listed on BSE and National Stock Exchange and accordingly SEBI is a sectoral regulator. The Applicant No. 4 has not accepted any deposit from the public and is not registered under NBFC and has no other specific sectoral regulator other than Central Government through Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities. The aforesaid affidavit is attached as Annexure-G of the application. 14. It is further submitted that since the Transferor Companies are directly or indirectly wholly owned subsidiaries of the Transferee Company, as all the equity shares are held by the Transferee Company in the Transferor Companies either by itself or through its subsidiaries. Accordingly, there will be no issuance and allotment of equity shares of the Transferee Company to the shareholders of the Transferor Companies. 15. The Applicant Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... public limited company incorporated under the Companies Act, 2013 on 07.01.2015. The Memorandum of Association and Articles of Association are attached as Annexure-D1 of the application. The Authorised Share Capital of the Applicant No. 3/Transferor Company is ₹ 120,00,00,000/- divided into 12,00,00,000 Equity Shares of ₹ 10/- each. The present Issued, Subscribed and Paid-up Capital of the Company is ₹ 118,70,00,000/- divided into 11,87,00,000 Equity Shares of ₹ 10/- each. 19. The Applicant No. 4/Transferee Company i.e. Rico Auto Industries Limited CIN: L34300HR1983PLC023187 is a public limited company incorporated under the Companies Act, 1956 on 07.03.1983. The Applicant No. 4/Transferee Company is a listed company. The Memorandum of Association and Articles of Association are attached as Annexure-E1 of the application. The Authorised Share Capital of the Applicant No. 4/Transferee Company is ₹ 49,00,00,000/- divided into 49,00,00,000 Equity Shares of ₹ 1/- each and 50,00,000 Preference Shares of ₹ 10/- each. The present Issued, Subscribed and Paid-up Capital of the Company is ₹ 13,52,85,000/- divided into 13,52,85,000 Equity Sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .2021. 25. This Bench has decided the issue of dispensation of meeting of shareholders in the cases of: CA (CAA) No. 2/Chd/Hry/2021 Goibibo Group Private Limited Ors. dated 23.12.2021; CA No. 189/2021 CA (CAA) No. 41/Chd/Pb/2021 G.N.A Transmissions Pvt. Ltd. Ors. dated 23.12.2021; and CA (CAA) No. 35/Chd/Hry/2021 NAM Estates Private Limited dated 23.12.2021. In the aforementioned orders, after discussing the differing views of coordinate Benches, this Bench has followed the decisions of the Hon'ble NCLAT in DLF Phase-IV Commercial Developers Limited and Others with DLF Limited, (Company Appeal (AT) No. 180 of 2019) dated 19.08.2019 and Alovera Tradelink Pvt. Limited and Others Vs. Ostwal Physchem (India) Limited in Company Appeal (AT) No. 178/2019 decided on 06.08.2019 on this issue and has held that depending on the facts and circumstances of each case, the NCLT has the powers to dispense with the meetings of shareholders and others by using judicial discretion . 26. Accordingly, the directions of this Bench in the present case are as under:- I. In relation to Applicant No. 1/Transferor Company No. 1: a. The meetings of the Equity Shareholders is dispense ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng being issued. The quorum of the meeting of the secured creditors shall be 4 in number or 40% in value of the unsecured creditors; c. The meeting of the Unsecured Creditors is to be convened as prayed for on 02.04.2022 at 2:30 PM through Video Conferencing with facility of remote e-voting, subject to notice of meeting being issued. The quorum of the meeting of the unsecured creditors shall be 474 in number or 40% in value of the unsecured creditors; V. In case the required quorum as noted above for the meetings is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum. VI. Aashish Chopra, Senior Advocate, office address #112, Sector 16-A, Chandiagrh-160015, Mobile No. +91-172-2540434, 2770434, +91-9815322112, email id:aashish@aachopra.com, is appointed as the Chairperson for the meeting to be called under this order. An amount of ₹ 2,00,000/- (Rupees Two Lakhs Only) be paid for his/her services as the Chairperson. VII. Mr. Raghav Kakkar, Advocate, R/o 246 K, Ground Floor, Omaxe, Phase-1, New Chandigarh 140901, Mobile No. 7677555550 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Express (English, Delhi NCR Edition) and Financial Express (Hindi, Delhi NCR Edition). It be stated in the advertisement that the copies of Scheme , the Explanatory Statement required to be published pursuant to Section 230 to 232 of the Act. The Applicant No. 1, Applicant No. 2, and Applicant No. 4 shall also publish the notice on its website, if any. XIV. It shall be the responsibility of the Applicant No. 1, Applicant No. 2 and Applicant No. 4 to ensure that the notices are sent under the signature and supervision of the authorized representative of the company on the basis of Board resolutions and that they shall file their affidavits in the Tribunal at least ten days before the date fixed for the meeting. XV. Voting shall be allowed on the Scheme through electronic means which will remain open for a period as mandated under Clause 8.3 of Secretarial Standards on General Meetings to the Applicant No. 1, Applicant No. 2 and Applicant No. 4 under the Act and the Rules framed thereunder. XVI. The Scrutinizer's report will contain his/her findings on the compliance to the directions given in Para X to XV above. XVII. The Chairperson shall be respons ..... X X X X Extracts X X X X X X X X Extracts X X X X
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