TaxTMI 
TaxTMI 
TaxTMI 
2021 (1) TMI 654
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....HERE AUTO PRIVATE LIMITED, Transferor Company 8; DEEPAK MANUFACTURING LIMITED, Transferor Company 9 with APJ INVESTMENTS PRIVATE LIMITED, Transferee Company, jointly described as 'Applicant Companies'; under sections 230-232 and other applicable provisions of the Companies Act, 2013 (for brevity the 'Act'), read with Companies (Compromises, Arrangements, Amalgamations) Rules 2016 (for brevity the 'Rules') for sanctioning the proposed Scheme of Amalgamation (for short the 'Scheme') annexed as Annexure 'A' of the application. 2. It is stated that the Board of Directors of the Applicant Companies in their respective meetings held on 13.11.2019 and 14.11.2019 considered and unanimously approved the Scheme subject to sanctioning of the same by this Tribunal. The copy of the Board Resolutions of all the Applicant Companies are at Annexures 'B-4' (Colly), 'C-4' (Colly), 'D-4' (Colly), 'E-4' (Colly), 'F-4' (Colly), 'G-4' (Colly), 'H-4' (Colly), 'I-4' (Colly), 'J-4' (Colly) and 'K-4' (Colly), respectively. That Applicant Companies 1 to 10 have authorized Mr. Puneet Kumar Jakhodia to finalize and execute necessary certifications, confirmations, undertakings etc. that may be required t....
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.... of filling of this joint application there is no change in the share capital of the Applicant Company-1. 6. The certified true copy of the audited financial statements for the financial year ended on 31.03.2019 and provisional financial statements of the Applicant Company-1 for the period 01.04.2019 to 30.09.2019 are annexed as Annexure B-2 and Annexure B-3 of the application respectively. 7. As per the Memorandum & Articles of Association, Annexure 'C-1 (Colly)', the main objects of Applicant Company 2 are as follows: "1. To buy, sell, exchange, alter or improve, built, manufacture, give on hire or hire-purchase agreement and deal in vehicles of any kind. 2. To construct, repair, alter, purchases, acquire, import, export, manipulate, improve, repair for market and otherwise deal in all the kinds of plants, machinery , parts, tubes, tyres, tools, accessories, utensils, substances, materials and things necessary or convenient for carrying of the above specified business or usually dealt in by persons engaged in the like trade or business." 8. As per the certificate of incorporation, the Applicant Company 2 was incorporated as a public limited compan....
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....he financial year ended on 31.03.2019 is as follows: Particulars Amount In' Rs. AUTHORISED SHARE CAPITAL: 33,00,000 equity shares of Rs. 10 each 3,30,00,000/- Total 3,30,00,000/- ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 24,68,090 equity shares of Rs. 10 each 2,46,80,900/- Total 2,46,80,900/- The certified true copy of the audited financial statements for the financial year ended on 31st March, 2019 and provisional financial statements of the Applicant Company-3 for the period 1st April, 2019 to 30th September, 2019 are annexed as Annexure D-2 and Annexure D-3 of the application respectively. 14. As per the Memorandum & Articles of Association, Annexure 'E-1' (Colly), the main objects of Applicant Company 4 are as follows: - "To manufacture, design, fabricate, process, assemble, develop, undertake, buy, sell, import, export, hire, distribute, alter, repair, convert and otherwise deal in all kinds of plastic components, sheet metal components, tools, jigs, dyes, moulds, fixtures, gauges, values and appliances for all purposes including industry, agriculture and domestic." 15. As per the Certificate of Incorporat....
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....y situated at Plot No. 123, Sector-3, IMT Manesar, Haryana-122050. 20. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company-5 as per the Audited Accounts for the financial year ended on 31.03.2019 is as follows: - Particulars Amount In' Rs AUTHORISED SHARE CAPITAL: 17,50,000 equity shares of Rs. 10 each 1,75,00,000/- Total 1,75,00,000/- ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 16,63,500 equity shares of Rs. 10 each 1,66,35,000/- Total 1,66,35,000/- It is also stated that subsequent to 31st March, 2019 and till the date of filling of this joint application there is no change in the share capital of the Applicant Company-5. 21. The certified true copy of the audited financial statements for the financial year ended on 31st March, 2019 and provisional financial statements of the Applicant Company-5 for the period 1st April, 2019 to 30th September, 2019 are annexed as Annexure F-2 and Annexure F-3 of the application respectively. 22. As per the Memorandum & Articles of Association, Annexure 'G-1' (Colly), the main objects of Applicant Company 6 are as follows: - 1. To m....
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.... beds spreads, quilts, scarfs, belts, tapestry and all other articles of silk, cotton, woollen and worsted materials and all sorts of apparels, dressing materials, mixed, blended products, nylon, polyster fibre, yarn, hosiery and mixed fabrics, natural silk fabrics and garments. (b). Engineering goods, machine tools, hand tools, small tools, metals, alloys, iron, pipe fittings, nuts and bolts, bicycles and accessories, automobiles parts, steels and stainless steel and iron products, ores and scraps, metallurgical residues hides, skins, leather goods, furs, bristles, tobacco (raw and manufactured) hemp, seeds, oils and cakes, vanaspati, textile, x x x x and all sorts of import licences and all kinds, types and varieties of goods, merchandise and commodities. 2. To act as an export house, trading house, liaison agent and consultant in respect of the business as referred to in sub-clause(1) above. 27. As per the certificate of incorporation, the Applicant/Transferor Company 7 is an unlisted public limited company incorporated on 01/09/1997 under the provisions of Companies Act, 1956. The Corporate Identificat....
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....resently situated at Plot No. 123, Sector-3, IMT Manesar, Haryana-122050. 32. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company 8 as per the Audited Accounts for the financial year ended on 31st March 2019 is as follows: Particulars Amount In' Rs. AUTHORISED SHARE CAPITAL: 2,50,000 equity shares of Rs. 10 each 25,00,000/- Total 25,00,000/- ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 1,00,000 equity shares of Rs. 10 each 10,00,000/- Total 10,00,000/- It is also stated that subsequent to 31.03.2019 and till the date of filling of this joint application there is no change in the share capital of the Applicant Company 8. 33. The certified true copy of the audited financial statements for the financial year ended on 31st March, 2019 and provisional financial statements of the Applicant Company 8 for the period 1st April, 2019 to 30th September, 2019 are annexed as Annexure I-2 and Annexure I-3 of the application respectively. 34. As per the Memorandum & Articles of Association, Annexure 'J-1', the main objects of Applicant Company 9 are as follows: 1. To manufacture, des....
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....dia Act, 1934. 2. To carry on the business of investment and financiers (not amounting to banking business within the meaning of Banking Regulation Act, 1949 and/or any Non Banking Financial activity for which an approval by way of registration or license of the Reserve Bank of India under the Reserve Bank of India act,1934 is required) and for that purpose to subscribe, take, purchase or acquire in any manner and deal and otherwise dispose-off shares, stock, debentures, bonds, obligations of the companies." 39. As per the certificate of incorporation, the Applicant/Transferee Company 10 is a private limited company incorporated on 16.02.2016 under the provisions of Companies Act, 2013. The Corporate Identification Number (CIN) of Applicant Company 10 is U65900HR2016PTC058240. The registered office of the Applicant Company-10 is presently situated at 303, Janpratinidhi Apartment, Sector28, Gurgaon, Haryana- 122009. 40. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company 10 as per the Audited Accounts for the financial year ended on 31st March 2019 is as follows: Particulars Amount In' Rs. AUTHORISED SHARE CAPI....
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....nt facts and circumstances of the case. 45. The Applicant Company 1 has seven equity shareholders as on November 13, 2019. All the equity shareholders of the Applicant Company 1 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-1 along with their respective consent affidavits are annexed as Annexure B-6(Colly) of the application. 46. The Applicant Company 1 has no secured and unsecured Creditor as on November 15, 2019. A Certificate of M/s AJH & Co., Chartered Accountants, certifying that there is no secured and unsecured Creditor in the Applicant Company-1 is annexed as Annexure-B-7 of the application. 47. The Applicant Company 2 has seven equity shareholders as on November 13, 2019. The said equity shareholders of the Applicant Company-2 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company 2 along with their respective consent affidavits are annexed as Annexure C-6 (Colly) of the application. 48. The Applicant Company 2 has 1 (One) secured creditor having an outstanding balance of Rs. 37,439 (Rupees Thirty se....
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....urteen crore eighty nine lacs sixty seven thousand eight hundred thirty nine) consisting 96.03% of unsecured creditors in value have given their consent, by way of consent affidavits. A certificate of M/s AJH & Co., Chartered Accountants, certifying the number of unsecured creditors in the Applicant Company-3 as on 15th November, 2019 and respective consent affidavits are as Annexure D-8 (Colly) of the application. 53. The Applicant Company-4 has seven equity shareholders as on November 14, 2019. The said equity shareholders of the Applicant Company-4 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-4 along with their respective consent affidavits are annexed herewith and marked as Annexure E-6 (Colly) of the application. 54. The Applicant Company-4 had 2 (two) secured creditors having an outstanding balance of Rs. 1,29,20,569 (Rupees One crore twenty nine lacs twenty thousand five hundred sixty nine) as on 15th November, 2019. Out of these two, one secured creditor had an outstanding balance of Rs. 10,17,696 (Rupees Ten lacs seventeen thousand six hundred ninety six); it i....
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....usand thirty four) as on 15th November, 2019. The 30 (Thirty) unsecured creditors having an outstanding balance of Rs. 2,09,00,817 (Rupees Two crore nine lacs eight hundred seventeen) consisting 97.85% of unsecured creditors in value have given their consent, by way of consent affidavits. A certificate of M/s AJH & Co., Chartered Accountants, certifying the number of unsecured creditors in the Applicant Company-5 as on 15th November, 2019 and respective consent affidavits are annexed herewith and marked as Annexure F-8 (Colly) of the application. 59. The Applicant Company-6 has seven equity shareholders as on November 14, 2019. The said equity shareholders of the Applicant Company-6 have given their consents, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-6 along with their respective consent affidavits are annexed as Annexure G-6 (Colly) of the application. 60. The Applicant Company-6 had 1 (one) secured creditor having an outstanding balance of Rs. 16,72,432 (Rupees Sixteen lacs seventy two thousand four hundred thirty two) as on 15th November, 2019. The said creditor is paid fully on 26th ....
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....nts, by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-8 along with their respective consent affidavits are annexed as Annexure I-6 (Colly) of the application. 66. The Applicant Company-8 has no secured Creditor as on November 15, 2019. A certificate of M/s AJH & Co., Chartered Accountants, certifying that there is no secured Creditor in the Applicant Company-8 is annexed as Annexure I-7 of the application. 67. The Applicant Company-8 has 21 (Twenty one) unsecured creditors having an outstanding balance of Rs. 1,59,30,928 (Rupees one crore fifty nine lacs thirty thousand nine hundred twenty eight) as on 15th November, 2019.The 8 (Eight) unsecured creditors having an outstanding balance of Rs. 1,52,77,140 (Rupees one crore fifty two lacs seventy seven thousand one hundred forty) consisting 95.90% of unsecured creditors in value have given their consent, by way of consent affidavits. A certificate of M/s AJH & Co., Chartered Accountants, certifying the number of unsecured creditors in the Applicant Company-8 as on 15th November, 2019 and respective consent affidavits are annexed as Annexure I-8 (Colly) of the application. 68.....
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.... by way of affidavits, to the Scheme. The list of equity shareholders of the Applicant Company-10 along with their respective consent affidavits are annexed as Annexure K-6 (Colly) of the application. 72. The Applicant Company-10 has no secured and unsecured Creditor as on November 15, 2019. A certificate of M/s AJH & Co., Chartered Accountants, certifying that there is no secured and unsecured Creditor in the Applicant Company-10 is annexed as Annexure K-7 of the application. 73. The benefits that the proposed 'Scheme' shall have as stated in this application are as follows:- (i) Optimum and efficient utilization of resources either in form of assets and sharing of ancillary facilities; (ii) Benefit of obtaining synchronization of synergies; (iii) Structured, sharper and better management focusing on holistic growth of the business; (iv) Rationalizing multiple subsidiaries in the group to ensure optimized legal entity structure more aligned with the business by reducing the number of legal entities and reorganizing the legal entities in the group structure; (v) To achieve cost savings from more focused operational eff....
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....20 or till the time the designated attorney is the employee of the Company or if revoked by the Company at its sole discretion, whichever is earlier. Hence, it is to be clarified whether the said Power of Attorney is still in force as on today or not and if not a fresh SPA to be filed. (2-B) Transferor Company No. 2 - Board Resolutions of Osram Lighting Private Limited and DSM India Pvt. Ltd., who are the unsecured creditors of Transferor Company No. 2 with respect to their consent for the Scheme; (4) Transferor Company No. 4 - The authority/Board Resolution in favour of Rajat Singh who has deposed the affidavit on behalf of M/s Bajaj Finance Limited; (5) Transferor Company No. 7 - Minda Industries Ltd., is the unsecured creditor of Transferor Company No. 7 i.e. ASM Exim Private Limited but the Board Resolution filed at Page No. 1600 giving consent for the Scheme mentions about the name of GJS Components Manufacturing Limited, instead of ASM Exim Private Limited. Hence, a proper Board Resolution of M/s Minda Industries Limited is to be filed. (6-A) Transferor Company No. 9 - Board Resolution/authority in case o....
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....with effect from the Effective Date without any break or interruption in service and on terms and conditions as to employment and remuneration not less favourable than those on which they are engaged or employed by the Transferor Companies." 79. The statutory auditors of the Applicant Companies have furnished certificate at Annexures B-8, C-9, D-9, E-9, F-9, G-9, H-9, I-9, J-9 and K-8 respectively, stating that the accounting treatment proposed in the Scheme is in compliance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013. 80. It is also stated in Para 94 of the application that neither the Transferor Companies nor the Transferee Company is governed by any sectoral regulator. 81. In view of the aforesaid discussion, the meetings of the equity shareholders of all the Applicant Companies are dispensed with as their consent by way of affidavits have been received. Since there are no Secured Creditors in Applicant Companies 1, 7, 8 & 10, therefore, there is nothing to convene their meetings. Also, there are no Unsecured Creditors in Applicant Company 1 & 10 and therefore, there is nothing to convene their meetings as well. The mee....