TaxTMI 
TaxTMI 
2021 (8) TMI 1196
X X X X Extracts X X X X
X X X X Extracts X X X X
....ERS PRIVATE LIMITED (Transferor Company 4/Petitioner Company 4/RPL), FOREVER MULTIMEDIA PRIVATE LIMITED (Transferor Company 5/Petitioner Company 5//FMPL), CENTURY METAL RECYCLING LIMITED (Transferor Company 6/Petitioner Company 6/CMR) with GRAND METAL INDUSTRIES LIMITED (Transferee Company/Petitioner Company 7/GMI), jointly described as 'Petitioner Companies'. The joint petition is maintainable in terms of Rule 3(2) of the Rules. 2. The Petitioner Companies filed First Motion Application CA (CAA) No. 20/Chd/Hry/2020 before this Tribunal for seeking directions for convening the meeting of secured and unsecured creditors of Applicant Company Nos. 3 & 6 and dispensing with the meetings of Equity Shareholders of all Applicant Companies and of Secured and Unsecured Creditors of applicant company Nos. 1, 2, 4, 5 and 7 and based on such joint application moved under Sections 230-232 of the Companies Act, 2013, necessary directions were issued on 09.10.2020 for dispensing with the meetings of Equity shareholders of all Applicant Companies and of unsecured creditors of Applicant Nos. 1, 2, 4, 5 and 7. Since, there were no secured creditors in Applicant Company Nos. 1, 2, 4, 5 and....
X X X X Extracts X X X X
X X X X Extracts X X X X
....any. Objections, if any, to the Scheme contemplated by the authorities to whom notice has been given on or before the date of hearing fixed herein may be filed, failing which it will be considered that there is no objection to the approval of the Scheme on the part of the authorities by this Tribunal and subject to other condition being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. 8. Registry shall also report before the date fixed as to whether any objection has been received to the proposed Scheme. 4. The affidavit of compliance by the authorized signatory of the Petitioner Companies was filed vide Diary No. 02014/1, 02014/2, 02014/3, 02014/4, 02014/5, 02014/6 & 02014/7 dated 26.03.2021 along with copies of the newspaper publications in "Financial Express" (English) and "Jansatta" (Hindi) Delhi NCR & Chandigarh Edition both dated 14.03.2021, attached as Annexure-3 (Colly). Copies of proof of service of notice to the statutory authorities, i.e. (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, (b) Registrar of Companies, NCT of Delhi & Haryana, (c) the Official Liquid....
X X X X Extracts X X X X
X X X X Extracts X X X X
....terest of employees. From the relevant clauses of the Scheme there seems to be no adverse impact on the service conditions of the employees of the Transferor Company. 10. We have heard the Learned Counsel for the Petitioners, Official Liquidator, Registrar of Companies, Regional Director, Northern Region and the Income Tax Department & have perused the records. 11. The Regional Director (RD) has filed its report vide vide Diary No. 02014/8 dated 06.04.2021 along with the report of the Registrar of Companies (RoC). It is submitted that the Scheme involves 3 Appointed Dates, which is not in line with requirement of Section 230 of the Companies Act, 2013. It is also stated that once the Transferor Company 1, Transferor Company 2 and Transferor Company 3 merged with Transferee Company, a new Transferee Company will be formed subsequently for merger of Transferor Company 4 and Transferor Company 5 due to different appointed dates. It is also stated that the similar situation will arise when after giving effect to the merger of Transferor Companies 4 and 5, the new Transferee Company will merge with the Transferor Company 6 (on 3rd appointed date). It is further stated that the Tra....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... impact in the share exchange ratio as determined by the Registered Valuer since the latest available financials of all the companies i.e. for the period ended December 31, 2019 as on date of valuation, was considered for the valuation report submitted with this Tribunal and it was not based on the Appointed Dates of the Scheme. Accordingly, change of Appointed Date, if approved, shall not have any impact on the share exchange ratio provided in the Scheme and shall not require any further valuation report. It is further submitted that once the common Appointed Date of 30.09.2019 is allowed for Part B, Part C and Part D of the Scheme, there will be no requirement to make any changes in Clause 5.1, 16.1 & 27.1 of the Scheme as observed in the RD report. 17. It is submitted that the Transferee Company undertakes to comply with the applicable provisions for procedural requirement for change of name of the Transferee Company in accordance with the provisions of the Companies Act, 2013 and relevant rules and MCA guidelines and sanction of the Scheme shall be deemed to have obtained the approval of its shareholders for change of name. 18. The Official Liquidator (OL) in its report v....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s of GMR, for every 10 fully paid up equity shares of face value of Rs. 10 each held by them in GMR." b) To the equity shareholders of SUVRIDHI FINANCIAL SERVICES LIMITED (SFS): "137 fully paid up equity shares of face value of Rs. 10 each of GMI shall be issued and allotted as fully paid up equity shares to the equity shareholders of SFS, for every 1000 fully paid up equity shares of face value of Rs. 10 each held by them in SFS." c). To the equity shareholders of SANJIVINI NON-FERROUS TRADING PRIVATE LIMITED (SNFT): "8 fully paid up equity shares of face value of Rs. 10 each of GMI shall be issued and allotted as fully paid up equity shares to the equity shareholders of SNFT, for every 10 fully paid up equity shares of face value of Rs. 10 each held by them in SNFT." d) To the equity shareholders of RAMAYANA POLYMERS PRIVATE LIMITED (RPL): "33 fully paid up equity shares of face value of Rs. 10 each of GMI shall be issued and allotted as fully paid up equity shares to the equity shareholders of RPL, for every 10 fully paid up equity shares of face value of Rs. 10 each held by them in RPL." e) To the equity shareholder....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company; and iii) That all the proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company; and iv) That the employees of the Transferor Companies shall be transferred to the Transferee Company in terms of the 'Scheme'; and v) That the Transferee Company do, without further application, allot to the existing members of the Transferor Companies shares of the Transferee Company to which they are entitled under the said Scheme of Amalgamation: and vi) That the fee, if any, paid by the Transferor Companies on its authorized capital shall be set off against any fees payable by the Transferee Company on its authorized capital subsequent to the sanction of the 'Scheme'; and vii) That the Petitioner Companies do, within 30 days after the date of receipt of this Order, cause a certified copy of this Order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies shall be dissolved without undergoing the p....