2021 (3) TMI 808

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....ched as Annexure- 3. 2. The Board of Directors of the Applicant Companies unanimously approved the Scheme (Annexure-3) vide their Board Resolutions dated 14.09.2020 attached as Annexure- 9 and Annexure- 17 respectively. 3. As per the Memorandum and Articles of Association [(Annexure A-5) (colly)] the main objects of the Transferor Company are as follows: "1. To act as buyers, sellers, resellers, traders, quality managers, product planners (including styling design), stockists, suppliers, distributors, wholesale and retail dealers, importer, exporter and provide service in both the domestic and export market the products with Panasonic Brand Names, which are manufactured by Panasonic Group as well as their technical collaboration companies. (The terms 'Panasonic Brand Names' and 'Panasonic Group' are defined in the Articles of Association)" etc. 4. The Applicant-Transferor Company is a Private Limited Company incorporated on 14.07.2006 originally under the name and style of Panasonic Sales and Services Private Limited under the provisions of the Companies Act, 1956. Thereafter, the name of the company was changed to Panasonic India Private Limited v....

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....0,000 7% Non-cumulative Redeemable Preference Shares of INR 10/- 5,000.0 ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL AMOUNT(Rs.IN MILLION) 17,643,388 Equity Shares of INR 10/- each 176.4 425,670,000 7% Non-cumulative Redeemable Preference Shares of INR 10/- 4,256.7 9. Further it is stated that there has been no change in the share capital of the applicant companies after 31.03.2020 till the date of filing of this application. 10. The list of Directors of both the Applicant Companies are enclosed as Annexures 6 & 14 of the application respectively. 11. The registered offices of all the applicant-companies are situated in the State of Haryana and, therefore, the matter falls within the territorial jurisdiction of this Tribunal. 12. It is stated in para 38 of the application that there are no proceedings/investigation pending under sections 210- 217, 219, 220, 223, 224, 225, 226 & 227 of the Companies Act, 2013 against any of the Applicant Companies. 13. The Applicant Companies have made the prayers in the joint application for the following directions: - i. Dispensing with the requirement for convening the meeting of the Equity Shareholde....

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....y and supporting documents are placed on record as Annexure- 2 (Colly) of CA No. 489/2020 (Diary No.02077 dated 21.02.2020). Certificate from Chartered Account certifying that the consent/no objection certificate and their supporting documents issued by creditors of Transferor Company are in compliance with the requirements of applicable laws prevailing in India is attached as Annexure 5 of CA No. 489/2020. 17. Learned Counsel for the Applicant Companies has submitted that as on 31.10.2020 the Transferee Company has 2 (Two) equity shareholders and 1 (One) preference shareholder as per the list attached as Annexure A-18. Both the equity shareholders and preference shareholder of the Transferee Company have given their consent affidavits/No Objection Certificates to the said Scheme of Amalgamation attached as part of Annexure-18(colly). 18. Learned Counsel for the Applicant Companies submitted that the Transferee Company has 1579 unsecured creditors with total outstanding amount of Rs. 2,47,70,16,595/- as on 31.08.2020. Out of total 1579 unsecured creditors, 278 Unsecured Creditors of the Transferee Company with total outstanding amount of Rs. 2,23,05,18,157 and representing 90....

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....ustomer; Economies in procurement - Vendors of common products and contract manufacturers can be consolidated to avail bulk (volume) discounts. Centralized operation under a common entity would result in administrative convenience including elimination of duplication of work and efforts/ reduction in cost of overheads, better and more productive utilization of all the resources and enhancement of overall procurement process; Reduction in operating and marketing cost - Consolidation of marketing agencies, combined PR & advertisement and other administrative expenses, can help reduce costs. Consolidation of warehouse space, head office and sales offices across common locations can help reduce the rental cost. Simplification of the group structure in India by reducing the number of entities and will help in achieving operational efficiencies and reducing the administrative cost and overheads. Furthering the objects of the Companies - The proposed Scheme of Amalgamation will contribute in fulfilling and furthering the objects of the Transferor Company and the Transferee Company. It will strengthen, consolidate and facilitate further expansion and gro....

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....t the Transferor Company referred to in this sub-clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the Transferee Company, to the exclusion of the Transferor Company." 25. The certificates of the Statutory Auditors of Applicant Companies have been filed as Annexure 21 (Colly) of the Application stating that the accounting treatment proposed in the Scheme is in accordance with requirements of Section 133 of the Companies Act, 2013 read with relevant rules made thereunder and other generally accepted accounting principles in India. 26. The learned counsel for the Applicant Companies further submitted that in respect of both the Applicant Companies, the audited annual accounts for the period ending 31.03.2020 and provisional accounts for the period ended 31.08.2020 have been attached with the application as Annexures-7, 8, 15 & 16 respectively. 27. It is deposed that the Applicant Companies are not NBFCs and are not governed by any specific sectoral regulator. Further, it is stated that the scheme does not include any reduction of share capital of the Applicant Companies and does not involve corporate debt restructuring. The....