TaxTMI 
TaxTMI 
2019 (8) TMI 749
X X X X Extracts X X X X
X X X X Extracts X X X X
.... of convening meetings of shareholders of transferor companies Nos. 2 to 10 and the transferee company and to dispense with the meetings of unsecured creditors of transferor companies Nos. 1 and 3 to 10. Applicant Nos. 1 to 10 companies are transferor companies Nos. 1 to 10, respectively, whereas applicant No. 11 is the transferee company as stated in the proposed scheme of arrangement and in the application. Sub- sequent to the filing of the first motion application, the applicant-companies have also filed additional affidavits placing on record certain additional documents. 2. In the application, it is stated that transferor company No. 1 is an unlisted private company registered under the provisions of the Companies Act, 1956. The authorised share capital of transferor company No. 1 is Rs. 15,00,00,000 divided into 1,50,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital is Rs. 2,99,91,000 divided into 29,99,100 equity shares of Rs. 10 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A1/1 and are placed at page Nos. 169 to 233. Presently, ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ised share capital of transferor company No. 4 is Rs. 1,75,00,000 divided into 17,50,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital is Rs. 1,74,85,400 divided into 17,48,540 equity shares of Rs. 10 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A4/1 and are placed at page Nos. 468 to 523. Presently, transferor company No. 4 is engaged in logistics business and other related activities. The company has also made investments in securities. Thus, transferor company No. 4 has two distinct business, viz., logistics business and investment business. 6. In the application, it is stated that transferor company No. 5 is an unlisted private company registered under the provisions of the Companies Act, 1956. The authorised share capital of transferor company No. 5 is Rs. 4,50,00,000 divided into 45,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital is Rs. 4,07,97,000 divided into 40,79,700 equity shares of Rs. 10 each. The main objects of the company are set out in its memorandum and articles of association anne....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d paid-up share capital is Rs. 1,17,59,300 divided into 11,75,930 equity shares of Rs. 10 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A8/1 and are placed at page Nos. 956 to 1020. Presently, transferor company No. 8 is engaged in agriculture business and other related activities. The company has also made investments in securities. Thus, transferor company No. 8 has two distinct business, viz., agriculture business and investment business. 10. In the application, it is stated that transferor company No. 9 is an unlisted public company registered under the provisions of the Companies Act, 1956. The authorised share capital of the transferor company No. 9 is Rs. 50,00,000 divided into 50,000 equity shares of Rs. 100 each. The issued, subscribed and paid-up share capital is Rs. 41,00,000 divided into 41,000 equity shares of Rs. 100 each. The main objects of the company are set out in its memorandum and articles of association annexed with the application and marked as annexure A9/1 and are placed at page Nos. 1082 to 1122. Presently, transferor company No. 9 is engage....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the meetings held on August 27, 2018 considered and unanimously approved the proposed scheme of arrangement. 15. The applicant-companies filed the audited financial statements for the financial year ended March 31, 2018. 16. The board of directors and management of the transferor companies and the transferee company have proposed to (a) demerge respective investment business of Kumar Ispat P. Ltd., LSC Autowheels P. Ltd., LSC Super Cars P. Ltd., Kumar Infrastructure Development P. Ltd., Kumaon Gases P. Ltd., Kumar Cultivators Ltd., Kumar Roadlines P. Ltd., Mitika Agencies P. Ltd., Nandani Flouriculture Ltd., and Green Gold Flowers P. Ltd., into LSC Infratech Ltd. ; and (b) reorganisation of share capital of LSC Autowheels P. Ltd., and LSC Infratech Ltd., for the following reasons : (a) All the transferor companies and the transferee company are closely held group companies under common shareholding, management and control. (b) Transferor company No. 1 is engaged in manufacturing of indus trial and medical gases. Transferor company No. 2 is engaged in auto retail. Transferor company No. 4 is engaged in logistics business. Transferor companies Nos. 3 and 5 to 10 are enga....
X X X X Extracts X X X X
X X X X Extracts X X X X
....larified in the application that no creditor of transferor company No. 2 and the transferee company will be adversely affected by the proposed reorganisation of share capital. Compulsorily redeemable preference shares to be issued in terms of this scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013 relating to the redemption of preference shares. Hence, such redemption of prefer ence shares will not be deemed to be a reduction of capital of these companies. (k) The proposed scheme would enhance the shareholders value of the transferor and transferee companies. (l) The said scheme of arrangement will have beneficial impact on all the transferor and the transferee companies, their shareholders, employees and other stakeholders and all concerned. (m) With a view to achieve greater management focus and keeping in mind the paramount and overall interest of the shareholders, the board of directors of the transferor and the transferee companies considered that a scheme of arrangement would be the most appropriate methodology. 17. It is stated that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ve given their consents by way of deposing individual affidavits. (xi) The transferee company has 21 (twenty one) shareholders and all have given their consents by way of deposing individual affidavits. (xii) Transferor company No. 1 has no secured creditors. (xiii) Transferor company No. 2 has 2 (two) secured creditors aggre gating a sum of Rs. 8,27,27,930. (xiv) Transferor company No. 3 has no secured creditors. (xv) Transferor company No. 4 has no secured creditors. (xvi) Transferor company No. 5 has no secured creditors. (xvii) Transferor company No. 6 has no secured creditors. (xviii) Transferor company No. 7 has no secured creditors. (xix) Transferor company No. 8 has no secured creditors. (xx) Transferor company No. 9 has no secured creditors. (xxi) Transferor company No. 10 has only 1 (one) secured creditor, i. e., Yes Bank Ltd., for a sum of Rs. 1,99,96,664. (xxii) The transferee company has 8 (eight) secured creditors aggregating a sum of Rs. 47,83,94,845. (xxiii) Transferor company No. 1 has 7 (seven) unsecured creditors including current liabilities for a....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e shareholders of transferor companies Nos. 2 to 10 and the transferee company have given their written consents by way of affidavits. Therefore, the requirement of convening meetings of the shareholders of transferor companies Nos. 2 to 10 and the transferee company may be dispensed with. (B) There is no secured creditor in transferor companies Nos. 1 and 3 to 9. Therefore, there is no need to convene meeting of the secured creditors of transferor companies Nos. 1 and 3 to 9. (C) All the unsecured creditors of transferor companies Nos. 3 to 10 have given their written consents by way of affidavits. Further, in case of transferor company No. 1, unsecured creditors constituting 99.99 per cent. of the total value (which is more than the requisite statutory majority of 90 per cent. in value as per section 230(9) of the Companies Act, 2013), have given their written consents by way of affidavits. Therefore, the requirement of convening meetings of the unsecured creditors of transferor companies Nos. 1 and 3 to 10 may be dispensed with. 22. Further, learned counsel Mr. Rajeev K. Goel, appearing for the applicants, requested to convene the following meetings under the supervisio....
X X X X Extracts X X X X
X X X X Extracts X X X X
....53, Uttarakhand for the purpose of considering and if, thought fit, approving, with or without modification(s), the scheme of arrangement. 29. Further as prayed, a meeting of the secured creditors of the transferee company will be held on Friday, March 29, 2019 at 2:30 p.m. at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand for the purpose of considering and if, thought fit, approving, with or without modification(s), the scheme of arrangement. 30. Further as prayed, a meeting of the unsecured creditors of transferor company No. 2 will be held on Friday, March 29, 2019 at 3:30 p.m. at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand for the purpose of considering and if, thought fit, approving, with or without modification(s), the scheme of arrangement. 31. Further as prayed, a meeting of the unsecured creditors of the transferee company will be held on Friday, March 29, 2019 at 4:30 p.m. at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand for the purpose of considering and if, thought fit, approving, with or without modification(s), the scheme of arrangement. 32. At least one month before the date of aforesaid meeting....
X X X X Extracts X X X X
X X X X Extracts X X X X
....yas16@ gmail.com) shall be the common Chairman for the above said meetings to be held on Friday, March 29, 2019 or in respect of any adjournment thereof and his remuneration to act as the Chairman is fixed at Rs. 1,00,000 (rupees one lakh only) on consolidated basis for all the above said meetings. 35. Shri Shashikant Gupta (address : Roland Complex Upper Floor, 37/17 Westcott Building, The Mall, Kanpur ; Mobile No. 9415042137 and e-mail : [email protected]) is appointed as the common scrutinizer for the abovesaid meetings to be held on Friday, March 29, 2019 or in respect of any adjournment thereof and his remuneration to act as the chairman is fixed at Rs. 50,000 (rupees fifty thousand only) on consolidated basis for all the abovesaid meetings. 36. The quorum for the aforesaid meetings of shareholders of transferor company No. 1 and the secured creditors of transferor company No. 2 and 10 and the transferee company ; and unsecured creditors of transferor company No. 2 and the transferee company shall be 25 per cent. of the total value. Since transferor company No. 10 has only 1 (one) secured creditor, the said secured creditor shall constitute the quorum in the meeti....