TaxTMI 
TaxTMI 
2020 (1) TMI 109
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....th the proposed Scheme of Amalgamation contemplated between the Applicant Companies. The said Scheme of Amalgamation (hereinafter referred to as "Scheme") is placed on record along with the application. 2. It is represented that the registered office of Transferor Companies No. 1 to 3 and Transferee Company are situated in New Delhi, well within the territorial jurisdiction of this Tribunal. It is also submitted that an application in relation to Transferor Company No. 4 whose registered office is situated at Pune, Maharashtra was initially filed before Mumbai Bench of NCLT, which subsequently got transferred from Mumbai Bench to this Bench vide order passed by Principal Bench at New Delhi in C.A. 1906(PB)/ 2019 dated 24.09.2019. 3. The Applicants have set out the objects and benefits of the scheme of amalgamation. It has been stated in Paragraph 3.26 that the merger of the Transferor Companies with the Transferee Company would inter-alia have the following benefits: - (a) Achieving business and administrative synergies, (b) Consolidation and simplification of the group structure, cost savings/synergies resulting from rationalization, standardization and simplification of bus....
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....tional Bank, Main Road, Delhi-110042. Authorized Share Capital Rs. 2,25,00,000/- divided into 22,50,000 Equity Shares of Rs. 10/- each Issued, Subscribed and Paid up Share Capital Rs. 1,98,76,000/- divided into 19,87,600 Equity Shares of Rs. 10/- each fully paid-up. 7. The Transferor Company No. 3 was incorporated under the provisions of the Companies Act, 1956 on 13th day of November, 1996 under the name and style of "S J Components Private Limited" with Registrar of Companies, NCT of Delhi and Haryana. Thereafter, the name of the Transferor Company No. 3 was changed to "Minda Auto Components Private Limited" as per new certificate of incorporation issued on 25th day of September, 2007. Thereafter, the Transferor Company No. 3 was converted into public Limited Company i.e. "Minda Auto Components Limited" and further new certificate of incorporation was issued by Registrar of Companies, NCT of Delhi and Haryana on 24th day of September, 2009. The company is having CIN U25209DL1996PLC083240 and registered office is situated at B-64/1, Wazirpur Industrial Area, Delhi - 110052. Authorized Share Capital Rs. 25,00,000/- divided into 2,50,000 Equity Shares of Rs. 10/....
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....quity Shares of Rs. 2/- each fully paid up. 10. It is submitted that the Transferor Company No. 1 has 7 Equity Shareholders, NIL Preference Shareholders, 2 Secured Creditor and 386 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of voting share have given their consent by way of consent affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of equity shareholders. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting. In respect of Secured Creditors, it is represented that 2 Secured Creditors of the Company representing 100% in value have given their consents by way of affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of secured creditors. In respect of 386 Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meeting of Unsecured Creditors for the purpose of obtaining approval to the Scheme. 11. It is submitted that Transferor Company No. 2 has 8 Equity Sha....
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....e company have given their consent by way of affidavits to the scheme and thus, the company seeks dispensation of holding the meeting for the purpose of obtaining approval of the scheme. In respect of Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meetings of Unsecured Creditors for the purpose of obtaining their approval to the Scheme. 14. It is submitted that Minda Industries Limited being Transferee Company has 53,101 equity shareholders, NIL Preference shareholder, 6 Secured Creditors and 1,648 Unsecured Creditors. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting of Preference Shareholders. In respect of Secured Creditors, it is represented that all the Secured Creditors of the Transferee Company representing 100% in value of the Transferee Company have given their consents by way of affidavits to the scheme and thus, the Transferee Company seeks dispensation of holding the meeting of the secured creditors. With respect to equity shareholders and Unsecured Creditors, the Transferee Company....
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....2 Secured Creditors and consentaffidavits from both the Secured Creditors representing 100% in value are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with. iii. With respect to unsecured creditors: The Company has 386 unsecured creditors and in absence of the consents obtained, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 11:00 AM. The quorum of the meeting shall be 95. B. In relation to the Transferor Company No.2: i. With respect to Equity and Preference shareholders: The Company has only 8 Equity Shareholders and no preference shareholders and consent-affidavits from all the Equity Shareholders representing 100% of the paid-up equity share capital of the Company are placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with. ii. With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not ar....
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...., Chakan, Pune-410501 at 11:30 AM. The quorum of the meeting shall be 168. E. In relation to the Transferee Company: i. With respect to Equity and Preference Shareholders: There are 58,101 Equity Shareholders and no preference shareholders and in absence of consents obtained, the meeting of the Equity Shareholders be convened on 09.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 9:30 AM. The quorum of the meeting shall be 10,000. ii. With respect to Secured Creditors: There are 6 Secured Creditors and consent-affidavits from all the Secured Creditors representing 100% in value of the Transferee Company are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with. iii. With respect to unsecured creditors: There are 1,648 unsecured creditors and inn absence of consents obtained in the Company, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 2:00....
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....er shall be Rs. 20,000/- for her services in addition to meeting her incidental expenses. The chairperson will file the reports within two weeks from the date of holding of the above said meeting. I. The individual notices of the said meetings shall be sent as required and prescribed by the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of the scheme of amalgamation, a copy of explanatory statement. The prescribed form of proxy shall be sent along with and in addition to the above documents, any other document as may be prescribed under the act may also be duly sent with the notice. J. That the Transferor Company No. 1 to 3 and Transferee Company shall publish advertisement with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, place and time as aforesaid, to be published in the English daily "Business Standard" (Delhi Edition) and Hindi daily "Jansatta" (Delhi edition) stating that the copies of the scheme of amalgamation, the Explanatory Statement requi....