TaxTMI 
TaxTMI 
2020 (11) TMI 390
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....30(5) of the Companies Act 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules,2016. 2. Both applications pertaining to the same Scheme, Hence, they are taken together and passed the following order: - M/s. Geojit Investment Services Limited I. The Transferor Company Viz, M/s. Geojith Investment Services Limited has an authorised share capital of 50,00,000 equity shares of Rs. 10/- each and issued, subscribed and paid-up share capital of 40,00,000 equity shares of Rs. 10/- each as on 01.04.2016. On 31.07.2018 by sanction of the Scheme of Amalgamation of Geojith Financial management Service Private Limited and Geojith Financial Distribution Private Limited with Geojith Investment Services Limited the authorised share capital of the Company was increased to 3,30,50,000 equity shares of Rs. 10/- each and issued, subscribed and paid up share capital is also increased to 67,00,000 equity shares of Rs. 10/- each. II. The main objects of the Transferor Company are as under: - I. To carry on the business of all type of Commodities trading as members or brokers of various exchange for clients. II. To carry on the bus....
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....,401 equity shares of Rs. 1 each owing to allotment of shares on exercise of employee stock options. II. The main objects of the Transferee Company as altered on 15.10.2019 are as under: - i. ". To become member of stock exchange(s) and to carry on the business of stock and share brokers and its allied matters such as acting as broker, sub-broker, underwriter, sub-writer, brokers to issue of securities, commission agent, dealers to buy, sell and to carry out all functions and responsibilities and such other activities which are incidental or ancillary to carry out the aforesaid business. ii. To carry on the business of commodities and commodities derivatives brokerage as brokers, sub-brokers, dealers and agents for clients as a member of various commodities and commodity derivatives exchanges and to provide various other services relating to commodities market. iii. To act as Depository Participants as a member of Depositories and all allied activities like custodial services, demat and remat services, transfer and transmission of securities and such other activities incidental thereto. iv. To establish and carry on the business of portf....
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....nsecured Creditors by the Transferee Company is Rs. 2,93,20,69,078. The proposed Scheme of Amalgamation does not restructure or vary the debt obligations of the Transferee Company towards their respective creditors in any manner and, therefore, there is no requirement for filing the Creditors Responsibility Statement along with the present Scheme of Amalgamation. It is also stated that the Company do not involve any waiver of loan, interest or restructuring of Corporate Debt in the present Scheme. Hence the applicant Company sought dispensation of the meeting with the Creditors of the Applicant Company. V. The number of equity shareholders of the Transferee Company are 37,890 (Thirty-Seven Thousand Eight Hundred and Ninety) as on 31.03.2019. The Transferee Company is a public listed Company. The Transferee Company has one class of shareholders and each class of shareholders have common and similar rights in the capacity of equity shareholders. Hence, the Applicant Company sought dispensation of the meeting of the equity class of shareholders. 3. The Board of Directors of the Transferor Company and Transferee Company at their respective meetings held on 23.10.2018 and 24....
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....rate performance ultimately enhancing overall shareholder value. (e) The Transferor Company and Transferee Company intend to/can achieve larger product portfolio, economies of scale, efficiency, optimisation of logistic and other related economies by consolidating the business operations. (f) Synergies in operation arising from consolidation of various projects leading to efficient utilization of resources. (g) Integration of business operations and achieve a simplified corporate structure. (h) Benefit of operational synergies to the combined entity and greater leverage in operations, planning and process optimization. 5. The Applicants stated that the "Appointed date" being 1st April 2016, this Tribunal may sanction the Scheme of Amalgamation from 1st April 2016. FINDINGS 6. Heard the arguments advanced by the learned counsel Shri. Pranoy Harilal appearing for the Applicant Companies and perused the whole documents appended with the applications as also the relevant case laws including the provisions of the Companies Act, 2013. 7. In these Applications, the learned counsel for the Applicants stated that the amount due to the secured ....
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.... the number of shareholders of both the Applicant companies are very small (including majority common shareholders) and all of them have given their consents for the Scheme in writing and the financial position of applicant/amalgamated Company shall have positive net worth post effectiveness of the Scheme and there has been no compromise with the creditors and that the respective creditors would, in no way, be affected by the Scheme and that all the liabilities of the Amalgamating Company shall stand transferred to the Amalgamated Company. Scheme does not contemplate any corporate debt restructuring exercise. It is also noted that it would be more meaningful to protect the interest of current creditors instead of past creditors who would no more be the creditors as on today. Section 232 of the Companies Act, 2013 is a specific provision carved out by the legislature when both the conditions mentioned in clauses(a) and (b) of sub-section (1) of Section 232 of the said Act are satisfied. The Tribunal is empowered to take appropriate steps in the interest of justice under Rule 11 of National Company Law Tribunal Rules, 2016 read with Rule 24(2) of Companies ....
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....ate of this order. (iv)The Transferor Company shall produce the consent affidavit signed by the equity shareholders, as on the date of passing of this order, with the Registry within a fortnight from the date of this order. (v)Both the Applicant Companies shall serve the notices upon their current creditors i.e. creditors as on date of passing of this order having outstanding debt amounting to not less than five percent of total outstanding debt of the Companies as per the list of creditors as of today. Similar action shall also be taken by the transferee company in respect of the current equity shareholders i.e. shareholders as of today. Having shares of not less that five percent of the subscribed share capital of the Transferee Company. If no response is received from such creditors within 30 days of receipt of the notice, it shall be presumed that such creditors have no objection to the proposed Scheme. (vi)The notices to be served under Section 230 (5) of the Companies Act,2013 as aforesaid shall contain all disclosures as mentioned in Rule 6 (3) of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 irrespective of the fact that m....