TaxTMI 
TaxTMI 
2021 (9) TMI 1016
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....of Amalgamation (hereinafter referred to as the 'Scheme') proposed between the Applicant Companies inter-alia, seeking directions from the Hon'ble Tribunal for holding/dispensation with the requirement of convening the meetings of the Equity and Preference Shareholders, Secured and Unsecured Creditors of all the Applicant Companies. (The Scheme of Amalgamation is annexed as Annexure-1 to the Application). 2. In the Application, it is stated that the Transferor Company No. 1 i.e. 'Anvi Holdings Private Limited' is a 'Private Limited Company' incorporated under the provisions of the Companies Act, 1956. The Transferor Company No. 1 is a Holding Company of Anvi Housing Private Limited, the Transferor Company No. 2, Cawnpore Housing Development Private Limited, the Transferor Company No. 3 and Modern Real Estates Private Limited, the Transferee Company. The Authorised Share Capital of the Transferor Company No. 1 is Rs. 10,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each and 50,00,000 Preference Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Transferor Company No. 1 is Rs. 3,31,00,000/- divided into 33,10....
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....ompanies Act, 1956. The Transferee Company, is a Subsidiary of Anvi Holdings Private Limited (Applicant/Transferor Company No. 1) and Cawnpore Housing Development Private Limited (Applicant/Transferor Company No. 3) as its entire Paid up Equity Share Capital is held by Cawnpore Housing Development Private Limited, the Applicant/Transferor Company No. 3 which is a Subsidiary of Anvi Holdings Private Limited, Applicant/transferor Company No. 1. The Authorised Share Capital of the Transferee Company is Rs. 25,05,00,000/- divided into 30,50,000 Equity Shares of Rs. 10/- each and 2,20.00,000 Preference Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Transferee Company is Rs. 21,53,00,000/- divided into 30,30,000 Equity Shares of Rs. 10/- each and 1,85,00,000, 5% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each. The Main Objects of the Transferee Company are set out in its Memorandum and Articles of Association annexed with the Application and marked as Annexure-8. 6. The material placed on record discloses that the Transferor Company Nos. 1, 2, 3 and the Transferee Company are Private Limited Companies. The Registered office of the Transfe....
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....in corporate legal entities. 10. It is stated that no inspection, inquiry or investigation proceedings under the provisions of the Companies Act, 2013, or under the provisions of the Companies Act. 1956 are pending against the Applicant Companies. 11. It is stated that the Auditors of the Applicant Companies have not disclosed any mismanagement in the affairs of the Applicant Companies. 12. It is stated that as a consideration for transfer of assets and liabilities pursuant to the 'Scheme of Amalgamation', the Share Exchange Ratio has been determined by CA Sandeep Kumar Agrawal, a Registered Valuer for Securities or Financial Assets, (Registration No. IBBI/RV/06/2019/10705), who has given the Share Entitlement Report which is annexed to the Application and marked as Annexure-14. 13. As per the Share Entitlement Report, the 'Transferee Company' shall issue and allot the Equity and Preference Shares to the Equity and Preference Shareholders of the Transferor Companies' whose names are recorded in the Register of Members/Records of Depositories as beneficial owners on the 'Record Date' to be fixed by the Board of Directors of the 'Transferee....
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....any No. 1 duly certified by the Statutory Auditors and consent affidavit of a sole unsecured creditor is annexed with the Application and marked as Annexure-21 and Annexure-22 respectively. ii) The Transferor Company No. 2 is a Subsidiary of the Transferor Company No. 1, as such, the Board of Directors of the 'Transferor Company No. 1' being the cent percent Holding Company of the 'Transferor Company No. 2' has approved the Scheme of Amalgamation without any modification. It has forwarded in the form of an Affidavit its consent to the proposed 'Scheme of Amalgamation' and also for waiver of separate Meeting of the Equity Shareholders of the 'Transferor Company No. 2' being the beneficial owner of the entire Paid-up Equity Share Capital of the Transferor Company No. 2'. There are no Preference Shareholders in the Transferor Company No. 2. The list of Equity Shareholders and the Affidavits of the 'Transferor Company No. 1' and its nominee consenting to the Scheme and waiving the holding of meeting of Equity Shareholders of Transferor Company No. 2 are annexed with the Application and marked as Annexure-23 and Annexure-24 respective....
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....any No. 3' have given their consent in writing in the form of an Affidavit signifying their approval to the Scheme and waiving the holding of the Meeting of the Unsecured Creditors of the Transferor Company No. 3 to consider the Scheme of Amalgamation. The list of Secured and Unsecured Creditors of the Transferor Company No. 3 duly certified by the Statutory Auditors and the consent affidavits of all the unsecured creditors is annexed with the Application and marked as Annexure-30 and Annexure-31 respectively. iv) The Transferee Company is a Subsidiary of the Transferor Company No. 3. The Board of Directors of the 'Applicant Transferor Company No. 3' being the Holding Company of the 'Applicant Transferee Company' has approved the Scheme of Amalgamation without any modification. It has forwarded in the form of an Affidavit its consent to the proposed 'Scheme of Amalgamation' and also for waiver of holding Meeting of the Equity Shareholders of the 'Applicant Transferee Company' being the beneficial owner of the entire Paid-up Equity Share Capital of the 'Applicant Transferee Company'. There are 7 (Seven) Preference Shareholders in ....
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....nsferor Company No. 2, Transferor Company No. 3 and the Transferee Company, have given their written consents by way of Affidavits, therefore, the requirement of convening meetings of the Unsecured Creditors of the Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and the Transferee Company may be dispensed with. 17. Taking into consideration the joint Application and the documents filed therewith showing compliance of various provisions of the Companies Act, 2013 and the Rules framed thereunder, this Tribunal issues the following directions with respect to convening and holding of the meetings of the Equity and Preference Shareholders, Secured and Unsecured Creditors of the Applicant Companies or dispensing with the same as follows:- A. APPLICANT/TRANSFEROR COMPANY NO. 1 * With respect to Equity Shareholders The Applicant Transferor Company No. 1 has 3 (Three) Equity Shareholders and all of them have given (heir consent in the form of affidavits in support of the Scheme constituting 100% in value and in number of the Equity Shareholders Which are on record, hence the necessity of convening a meeting of the Equity Shareholder....
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....pany No. 3 is a Subsidiary of the Applicant Transferor Company No. 1, as such, being the beneficial owner of the entire Paid-up Equity Share Capital of the 'Applicant Transferor Company No. 3', the Applicant Transferor Company No. 1 along with its nominee has given consent in the form of affidavits constituting 100% in value and in number of the Equity Shareholders which are on record, hence the necessity of convening a meeting of the Equity Shareholders is dispensed with. * With respect to Preference Shareholders The Applicant Transferor Company No. 3 has 2 (Two) Preference Shareholders, who have given their consent in writing in the form of Affidavits in support of the Scheme constituting 100% in value and in number of the Preference Shareholders which are on record, hence the necessity of convening a meeting of the Preference Shareholders is dispensed with. * With respect to Secured Creditors The Applicant Transferor Company No. 3 has no Secured Creditors, hence the necessity of convening a Meeting of the Secured Creditors does not arise. * With respect to Unsecured Creditors The Applicant Transferor Company No. 3 has....