TaxTMI 
TaxTMI 
TaxTMI 
2021 (1) TMI 147
X X X X Extracts X X X X
X X X X Extracts X X X X
....icant Companies have chosen to affect the transfer of the Passenger Vehicles Undertaking by the mechanism of a slump sale {as defined u/s 2(42C) of the Income Tax Act 1961}, through the captioned Scheme of Arrangement. 3. The rationale and purpose of the Scheme is as under: (a) The Applicant Company 1 is inter-alia: (i) engaged in design, development, manufacturing and sale of commercial vehicles and parts thereof in India and abroad; and (ii) engaged in design, development, manufacturing and sale of passenger vehicles (including electric vehicles) and parts thereof in India and abroad. The securities of the Applicant Company 1 are listed on the BSE Limited and the National Stock Exchange of India Limited.The Applicant Company 2 is a wholly owned subsidiary of TML Business Services Limited. The Applicant Company 1 directly and indirectly,holds100% equity interest in TML Business Services Limited as also the ApplicantCompany2. (b) As part of an overall business reorganization plan and in order to provide for the optimum running, growth and development of the Passenger Vehicles Undertaking (as defined in the Scheme) and interests of the Transferor Company, it is necessary to re....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Accumulated Losses of the Applicant Company 1. 4. The Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Company 1 and Applicant Company 2 at their respective board meetings both held on July 31, 2020 have approved the Scheme. Shareholders meetings 5. This Tribunal hereby directs that a meeting of the equity shareholders consisting of Ordinary Shares and 'A' Ordinary Shares, collectively referred to as the 'Equity Shareholders' of the Applicant Company 1, be convened and held on Monday, February 15, 2021 at 3:30 p.m.for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current Covid-19 environment mandating social distancing norms shall not be feasible. 6. In view of provisions of Section 230(4) read with Section 108, 110 of the Companies Act, 2013 read with Rule 20, 22 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44(1) of the SEBI (Listing Obligations an....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... [email protected]. 9. The Applicant Company 1 undertakes to: (i) issue notice convening meeting of the Equity Shareholders as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (ii) issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and (iii) advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The undertaking is accepted. 10. Mr. N. Chandrasekaran, Non-Executive Chairman of Applicant Company 1 and failing him Ms. Vedika Bhandarkar, Independent Director and Chairperson of the Audit Committee of Applicant Company 1, is appointed as the Chairperson for the aforesaid meeting of the Equity Shareholders of the Applicant Company 1. 11. The scrutinizer for the aforesaid meeting of the Applicant Company 1 shall be Mr P N Parikh (Membership No. FCS 327), failing him Ms JigyasaVed (Membership No. FCS 6488) and failing her Mr Mitesh Dhabliwala (Membership No. FCS 8331) of M/s Parikh & Associates, Practicing Company Secretaries. 12. The quorum for the aforesaid meeting of the Equity Shar....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ess Services Limited. The Applicant Company 1 directly and indirectly, holds 100% equity interest in TML Business Services Limited as also the Applicant Company 2. Moreover, the Ld. Counsel submits that the Applicant Company 2 has obtained consent affidavits from all its equity shareholders approving the proposed Scheme. The said consent affidavits are filed with this Tribunal along with the Company Scheme Application at Exhibit U. In view of the fact that the Applicant Company 2 has filed consent affidavits, there is no requirement of convening a meeting of the shareholders of the Applicant Company 2, the meeting is therefore dispensed with. Creditors meetings/ dispensation 18. The Counsel for the Applicant Companies submits that the Applicant Company 1 as on September 30, 2020 has 10 secured creditors and the total amount due and payable by the Applicant Company 1 to the aforementioned secured creditors is Rs. 6,746.52 Crore (Rupees Six Thousand Seven Hundred Forty-Six Crore and point Fifty two Lakh only). This Tribunal hereby directs that a meeting of the Secured Creditors of Applicant Company 1 as on September 30, 2020, be convened and held on Monday, February 15, 2021 at 2:30....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... submits that while Applicant Company 1 has availed of working capital loan facilities from its lenders, however no working capital loan facilities are being transferred as part of the Scheme from Applicant Company 1 to Applicant Company 2. In this regard the definition of 'PV Working Capital Liabilities' (reproduced below) only includes trade payables, employee payments, retention money etc. relating to/ concerning the PV Business, which liabilities will stand transferred to the Applicant Company 2. "PV Working Capital Liabilities" as of any specified date, means any deferred revenue, trade and other payables, trade acceptances, duties, provisions, deposits and retention money, provisions for employee payments, or such other customary current and non-current liabilities relating, or assigned to the Transferor Company, each of which on the Appointed Date, belongs to or can be directly relatable to the PV Business;" 21. At least 30 (thirty) clear days before the aforesaid meeting of the Secured Creditors of the Applicant Company 1 be held as aforesaid, a notice convening the said meeting at the day, date and time aforesaid, together with copies of the Scheme and the Explanatory....
X X X X Extracts X X X X
X X X X Extracts X X X X
....representative through video conferencing and/ or other audio-visual means. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum. In so far as agreements executed by the Applicant Company 1 with its secured creditors, in all such cases where the agreements require the Applicant Company 1 to obtain specific no objection from such secured creditor prior to undertaking any schemes of arrangement/ amalgamation/ acquisition as the case may be, the Applicant Company 1 will obtain such specific no objection from the concerned secured creditor and submit the same to the Tribunal. 27. The facility for appointment of proxies by the Secured Creditors and voting by proxy shall not be permitted as the meeting would be held through video conferencing and/ or other audio-visual means. However, attendance and voting in case of body corporate be permitted, provided the authorisation is filed with the Scrutinizer at [email protected] with a copy marked to [email protected] as required under Rule 10 of the Companies (Comp....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Creditors having in the aggregate an amount of Rs. 27,605.90Crore as on September 30, 2020. Out of this, the number of Unsecured Creditors relating to Passenger Vehicles Undertaking is 1864 and the amount involved is Rs. 2,757 Crore only. In view of the aforesaid, the meeting of the unsecured creditors of the Applicant Company 1 is dispensed with. Accordingly, the applicant Company 1 shall ensure that consent affidavits from at least 90% value of the total unsecured creditors of the company are obtained and filed with the Tribunal. The Bench hereby directs the Applicant Company 1 to issue individual notice to all those Unsecured Creditors having value of Rs. 10,00,000 (Rupees TenLakh only) and more, as on September 30, 2020 (constituting 99.74% of the outstanding unsecured creditors of Applicant Company 1), by registered post or speed post and through e-mail (to those unsecured creditors whose e-mail addresses are duly registered with the Applicant Company 1), at their last known address as per the records of the Applicant Company 1, as required under Section 230(3) of the Companies Act, 2013, with a direction that they may submit their representations, if any, to the Tribunal wit....