TaxTMI 
TaxTMI 
2022 (1) TMI 672
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....is submitted that the Applicant Companies have prayed for dispensing with the requirement of convening meetings of the Equity Shareholders and Secured Creditors of the Applicant No. 1, No. 2 & No. 3 and Unsecured Creditors of Applicant No. 3. It is further prayed for calling and convening the meetings of the Equity Shareholders and Secured creditors of the Applicant No. 4 and Unsecured Creditors of Applicant No. 1, No. 2 and No. 4. 3. The Applicant No. 1 to 4 are presently engaged in the business of manufacturing, assembling, buying, selling, exporting, importing and dealing in wholesale and in retail in Automobile Parts, Two-Wheeler Parts, Passenger Car Parts, Tractor Parts, Auto Electronic and Electrical Parts and Engineering items and assemblies etc. 4. It is submitted that the registered offices of the Applicant Companies are situated in the State of Haryana and, therefore, the jurisdiction of all the applicant companies lies with this Tribunal. 5. The rationale of the Scheme is given below:- i. The Transferor Company-1 was engaged in manufacturing of auto components such as aluminium die casting auto parts, clutch outer, manifold etc., and also earns income from rental an....
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....of the businesses could be achieved by the proposed amalgamation. viii. Concentrated effort and focus by the management to grow the business by eliminating duplicative communication and burdensome co-ordination efforts across multiple entities. 6. It is stated that the Board of Directors of all the Applicant Companies in their respective meetings held on 26.07.2021 have considered and approved the Scheme of Amalgamation subject to sanctioning of the same by this Tribunal. The copy of the Board Resolutions of the Applicant No. 1, Applicant No. 2, Applicant No. 3 and Applicant No. 4 are at Annexures B3, C3, D3 and E3 respectively of the application. The Applicant Companies have authorized Mr. Om Prakash Aggarwal, Mr. Rakesh Kumar Sharma, Mr. B.M. Jhamb, Mr. Sanjeev Garg, Mr. Jagdish Chand Dwivedi and Mr. S. Kartik, to do all acts and deeds and things in relation to the Scheme. The affidavits of Mr. Jagdish Chand Dwivedi, Mr. Sanjeev Garg, Mr. Om Prakash Aggarwal and Mr. B.M. Jhamb, on behalf of all the Applicant Companies have been filed in support of contents of the application for seeking appropriate orders/directions. 7. The Appointed Date of the Scheme is 01.04.2021 as mentio....
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.... limited company having shares listed on BSE and National Stock Exchange and accordingly SEBI is a sectoral regulator. The Applicant No. 4 has not accepted any deposit from the public and is not registered under NBFC and has no other specific sectoral regulator other than Central Government through Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities. The aforesaid affidavit is attached as Annexure-G of the application. 14. It is further submitted that since the Transferor Companies are directly or indirectly wholly owned subsidiaries of the Transferee Company, as all the equity shares are held by the Transferee Company in the Transferor Companies either by itself or through its subsidiaries. Accordingly, there will be no issuance and allotment of equity shares of the Transferee Company to the shareholders of the Transferor Companies. 15. The Applicant Companies has furnished the following documents:- i. List of Secured and Unsecured Creditors of Applicant Company 1 duly certified by the Statutory Auditors (Annexure- B5 and B6 respectively of the application). ii. List of Secured and Unsecured Creditors of Applicant Company 2 duly certifie....
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....nt Issued, Subscribed and Paid-up Capital of the Company is Rs. 118,70,00,000/- divided into 11,87,00,000 Equity Shares of Rs. 10/- each. 19. The Applicant No. 4/Transferee Company i.e. Rico Auto Industries Limited CIN: L34300HR1983PLC023187 is a public limited company incorporated under the Companies Act, 1956 on 07.03.1983. The Applicant No. 4/Transferee Company is a listed company. The Memorandum of Association and Articles of Association are attached as Annexure-E1 of the application. The Authorised Share Capital of the Applicant No. 4/Transferee Company is Rs. 49,00,00,000/- divided into 49,00,00,000 Equity Shares of Rs. 1/- each and 50,00,000 Preference Shares of Rs. 10/- each. The present Issued, Subscribed and Paid-up Capital of the Company is Rs. 13,52,85,000/- divided into 13,52,85,000 Equity Shares of Rs. 1/- each. 20. The Applicant Companies have furnished the details of the Shareholders. Secured Creditors and Unsecured Creditors as follow: 21. It is pleaded that all Equity Shareholders of the Applicant No. 1 have given their consents by way of affidavit to the Scheme and the same are part of Annexure B4 of the application. The list of Secured and Unsecured Creditors....
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....er discussing the differing views of coordinate Benches, this Bench has followed the decisions of the Hon'ble NCLAT in DLF Phase-IV Commercial Developers Limited and Others with DLF Limited, (Company Appeal (AT) No. 180 of 2019) dated 19.08.2019 and Alovera Tradelink Pvt. Limited and Others Vs. Ostwal Physchem (India) Limited in Company Appeal (AT) No. 178/2019 decided on 06.08.2019 on this issue and has held that "depending on the facts and circumstances of each case, the NCLT has the powers to dispense with the meetings of shareholders and others by using judicial discretion". 26. Accordingly, the directions of this Bench in the present case are as under:- I. In relation to Applicant No. 1/Transferor Company No. 1: a. The meetings of the Equity Shareholders is dispensed with keeping in view the shareholding and ownership pattern of the company and the fact that the consents by way of affidavits have been received; b. Since, there are no Secured Creditors in the Applicant No. 1. Therefore, there is no scope for any meeting; c. The meeting of the Unsecured Creditors is to be convened as prayed for on 02.04.2022 at 10:00 AM through Video Conferencing with facility of re....
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....editors; V. In case the required quorum as noted above for the meetings is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum. VI. Aashish Chopra, Senior Advocate, office address #112, Sector 16-A, Chandiagrh-160015, Mobile No. +91-172-2540434, 2770434, +91-9815322112, email id:[email protected], is appointed as the Chairperson for the meeting to be called under this order. An amount of Rs. 2,00,000/- (Rupees Two Lakhs Only) be paid for his/her services as the Chairperson. VII. Mr. Raghav Kakkar, Advocate, R/o 246 K, Ground Floor, Omaxe, Phase-1, New Chandigarh 140901, Mobile No. 7677555550, e-mail id: [email protected], is appointed as the Alternate Chairperson for the meeting to be called under this order. An amount of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand Only) be paid for his/her services as the Alternate Chairperson. VIII. Rahul Jogi, Advocate, address: 1526, Sector 18D, Chandigarh-160018, Mobile No. 9990540888, email id: [email protected], is appointed as the Scrutinizer for the above meeting to be called und....
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....sent under the signature and supervision of the authorized representative of the company on the basis of Board resolutions and that they shall file their affidavits in the Tribunal at least ten days before the date fixed for the meeting. XV. Voting shall be allowed on the "Scheme" through electronic means which will remain open for a period as mandated under Clause 8.3 of Secretarial Standards on General Meetings to the Applicant No. 1, Applicant No. 2 and Applicant No. 4 under the Act and the Rules framed thereunder. XVI. The Scrutinizer's report will contain his/her findings on the compliance to the directions given in Para X to XV above. XVII. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 7 (seven) days of the conclusion of the meeting. He would be fully assisted by the authorized representative/Company Secretary of the Applicant No. 1, Applicant No. 2 and Applicant No. 4 and the Scrutinizer, who will assist the Hon'ble Chairperson and Alternate Chairperson in preparing and finalizing the report. XVIII. The....