TaxTMI 
TaxTMI 
TaxTMI 
2020 (11) TMI 390
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....(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 business of insurance agents, brokers, third party administrators, surveyors, consultants, or o....
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....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 portfolio management and other financial advisory service activities such as investment counselling, financial consultancy, advisory and consultants to investments in securities and to carry....
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....rement 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 24.10.2018, considered and approved the proposed Scheme of Merger by absorption of the Transferor Company with the Transferee Company subject to necessary statutory/regulatory approvals. Rationale and Purpose of the Scheme: - 4. The Applicant Companies submitted that the....
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....gies 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 and unsecured creditors of the Transferor is Rs. 48,88, 009 and the amount due to the Secured/unsecured Creditors of the Transferee Company is Rs. 2,93,20,69,078. The assets of the Transferor and the Transferee Company are more than sufficient to meet the liabilities of both the Companies and the said Scheme will not adversely affect the....
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....itors 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 (Compromises, Arrangements and Amalgamations) Rules, 2016." 11. In the present applications, it is stated that the Transferor Company is a direct wholly-owned subsidiary of the Transferee Company and in the proposed Scheme of Amalgamation, the entire assets and liabilities of the Transferor Company will be taken over by the Transferee Company. The Net worth of the Transferor Company and the Transferee Co....
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....l 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 meetings have been dispensed with. (vii)Advertisement of despatch of notices to the creditors and equity shareholders as above shall be published in accordance with Rule 7 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 with suitable changes as may be practicable. (viii) Both the applicant Companies shall host the notices along with the copy of the Scheme on their respective websites, if any or shall furnish the Scheme free....