AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2019 (5) TMI 482
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....pany Secretary who is the authorised signatory. For the reasons stated in the application, the same is allowed and the documents are taken on record. 2. CA No. 106/2019 stands disposed of. CA (CAA) No. 01/Chd/Hry/2019 This is a First Motion application filed by the Applicant company herein, namely Grid Equipments Private Limited, Applicant/Resulting Company No. 6. 2. The application is filed in connection with the Scheme involving demerger of certain business undertakings of GE India Industrial Private Limited, Non-Applicant No. 1/ Demerged Company to vest in SM Renewable Energy Manufacturing Private Limited, Non-Applicant No. 2/ Resulting Company No. 1; Datex-Ohmeda (India) Private Limited, Non-Applicant No. 3/ Resulting Company No. 2; GE Power Services (India) Private Limited, Non- Applicant No. 4/ Resulting Company No. 3; Meridium Services and Labs Private Limited, Non-Applicant No. 5/ Resulting Company No. 4; and GE Power Electronics (India) Private Limited, Non-Applicant No. 6/ Resulting Company No. 5 under Sections 230 and 232 of the Companies Act, 2013 (for brevity, the 'Act') and other applicable provisions of the Act, read with the Companies (Compromises, Arrangeme....
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....e each of the company involved in the Scheme to achieve and fulfill their objectives more efficiently and offer opportunities to the management of all the companies involved in the Scheme to vigorously pursue growth and expansion of opportunities. 5. The Applicant company was incorporated on December 29.12.2010 under the provisions of the Companies Act, 1956 as a public limited company under the name and style of 'Grid Equipments Limited'. Subsequently, the applicant company was converted into a private limited company and the name was changed from Grid Equipments Limited to Grid Equipments Private Limited and a fresh certificate of incorporation dated 24.03.2015 was issued by the Registrar of Companies, Delhi. Copy of the certificate of incorporation is at Annexure A-2 (colly) (Page No. 107 to 109). 6. As per the Memorandum and Articles of Association, Annexure A-2 (colly), the main objects of the Applicant company are:- 1. "To manufacture, design, build and service technologically advanced products and systems for electricity transmission including products such as power transformers, circuit breakers, gas insulated switchgears, generator circuit breakers, instruments tran....
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....s. 2/- each 45,00,00,00,000 TOTAL 45,00,00,00,000 Issued, Subscribed and Paid up Share Capital: 15,50,05,00,000 equity shares of Rs. 2/- each 31,00,10,00,000 TOTAL 31,00,10,00,000 Further, it is stated that there has been no change in its authorised, issued, subscribed and paid up share capital of the Applicant/Resulting Company No. 6 since 31.03.2018. 9. The registered office the Applicant company is situated at Gurugram in the State of Haryana and therefore, the matter falls within the territorial jurisdiction of this Tribunal. 10. The list of Directors as on 15.11.2018 of Applicant company is at Annexure A-8. It is stated in sub-paragraph E of Para VIII of the application that no proceedings are pending under the Act or under the corresponding provisions of the Companies Act, 1956 against the Applicant and Non- Applicant companies. 11. The learned counsel for the applicant company submits that no investigation has been instituted or is pending in relation to the Companies under Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of Section 235 to 251 of the Companies Act, 1956 as stated in subparagraph 'D' of para-VIII. 12. The ....
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....gorously pursue growth and expansion opportunities; 2.The Demerger will enable the Demerged Company to focus and enhance its remaining business operations by streamlining operations and cutting costs; 3. The shareholders of all the companies involved in the Scheme will enable shareholders to separately hold investments which best suit their investment strategies and risk profiles; 4. Accordingly, the restructuring proposed under this Scheme will build a stronger and sustainable business and is expected to result, inter alia, in the following benefits to all the companies involved in the Scheme; a) achieve more focused business and management control; b) provide greater efficiency and more optimal utilisation of resources; c) create enhanced value for all stakeholders of the respective companies involved in the Scheme; d) reorganize businesses to optimize for operational efficiency, rationalize for cost and streamline for growth, capital raising and strategic partnerships." 18. It is further contended that there is no arrangement with the creditors, either secured or unsecured of any of the Companies involved in the Scheme. No compromise is offered under the S....
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....ecured creditors to be held, as sought in the application. Copy of the NCLT, New Delhi Order is annexed as Annexure A-61, in CO. APPL.(CAA)-08/ND/2019. 23. It is also stated as per clause 4.2(a) of the Scheme that upon coming into effect of this Scheme, on and from the Appointed Date, all Resulting Company Proceedings (as defined below) related to an Undertaking that is transferred by the Demerged Company to a related Resulting Company pursuant to this Scheme, shall, without any further acts, instruments or deeds, be continued, prosecuted and enforced by or against such Resulting Company after the Effective Date, to the extent legally permissible. The Resulting Company (a) shall be replaced/added as party to such Resulting Company Proceedings; and (b) shall prosecute or defend such Resulting Company Proceedings at its own cost and the liability of the Demerged Company in respect of such Resulting Company Proceedings shall consequently stand nullified. Each of the Parties shall make relevant applications in that behalf, as may be required. To the extent such Resulting Company Proceedings related to an Undertaking cannot be taken over by the Resulting Company, such Resulting Compan....
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....vened on 20.04.2019 2019 at 12 O' Clock at DLF Building No. 7A, Cyber City, Phase-III, Sector 25 A, Gurugram-122002 subject to notice of meeting being issued. The quorum of the meeting of the Unsecured Creditors shall be 02 in number personally present or through proxy or 75% in value of the unsecured creditors. B. In case the required quorum as noted above for the meeting of the equity shareholders and unsecured creditors of the Applicant/Resulting Company No. 6 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. For the purposes of completing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the persons entitled to attend and vote at the meeting, is filed with the Registered Office of the Applicant Company/Resulting Company No. 6 at least 48 hours before the meeting. The Chairperson and the Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy register is properly maintained. C. Mr. Justice Arvind Kumar (Retd.), House No. 275, Sector 17, Panchkula, Mobi....
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....Jansatta" (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 and the form of proxy shall be provided free of charge at the registered office of the Applicant/Resulting Company No. 6. The Applicant/Resulting Company No. 6 shall also publish the notice on its website, if any. J. It shall be the responsibility of the Applicant/Resulting Company No. 6 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. K. Voting shall be allowed on the "Scheme" in person or by proxy or through electronics means or by postal ballot as may be applicable to the Applicant/ Applicant/Resulting Company No. 6 under the Act and the Rules framed thereunder. L. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 wit....