Hitech and Associates Limited vs Vs Registrar of Companies

,,,,,,

Subrata Kumar Dash, Member (Technical)",,,,,,

This is a joint First Motion Application filed by Applicant Companies namely; The Hitech and Associates Limited (Applicant Company,,,,,,

No.1/Transferor Company No.1), Ultimate Fincap Limited (Applicant Company No.2/Transferor Company No.2) and The Hi-Tech Engineering",,,,,,

Systems Private Limited (Applicant Company No.3/Transferee Company) under Section 230-232 of Companies Act, 2013 (the Act) and other",,,,,,

applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 in relation to the Scheme of",,,,,,

Arrangement between the Applicant Companies. The said Scheme is also attached as Annexure A-1 of the Application.,,,,,,

The Applicant Companies have prayed for dispensing with the requirement for convening the meeting of the Equity Shareholders, Secured",,,,,,

Creditors and Unsecured Creditors of the Applicant Companies.,,,,,,

The Applicant Company No.1 is presently engaged in the business to carry on business in India or abroad of manufacturing, altering, assembling,",,,,,,

remodeling, hiring, exchanging, repairing, servicing, buying selling, exporting, importing and dealing in wholesale and dealing in retail, or otherwise in all",,,,,,

types of gears including but not limiting, timing gears, helical gears, spur gears, industrial gears, bevel gears, triangular gears, square gears, rectangular",,,,,,

gears, elliptical gears, scroll gears, multiple sector gears, hypoid gears, worm gears, internal gears, rack and pinion gears, transmission shafts, power",,,,,,

transmission of all types gears, gear train, wheel spindles, engine sprockets, all types of precision forging of auto mobile pats, diesel engine parts,",,,,,,

components, spare parts, t0ols, implements, material thereof, accessories, ancillaries, auto gears, auto electrical parts and tractor parts, truck parts, car",,,,,,

parts, motor vehicle of every kind and description whether propelled by using gas, petroleum, diesel, oil, steam, oil, vapour, electricity or any other",,,,,,

motive or mechanical power.,,,,,,

The Applicant Company No. 2 is presently engaged to carry on business of buying, selling, transfer, dispose of or deal in all types of shares, stock,",,,,,,

debentures, properties, bonds, certificates, securities including the Central Government or the State Government(s) or local authorities upon such terms",,,,,,

and conditions as the company may approve and to carry on business of NBFC's, subject to the approval of RBI and/or any other authority(ies) and",,,,,,

that the company shall not carry on any Banking business as defined under the Banking Regulation Act, 1949.",,,,,,

The Applicant Company No. 3 is presently engaged in the business to carry on the business in India or abroad of manufacturing, altering,",,,,,,

assembling, remodelling, hiring, exchanging, repairing, servicing, buying, selling, exporting, importing and dealing in wholesale and in retail, or otherwise",,,,,,

in all types of gears including but no limiting, timing gears, helical gears, spur gears, industrial gears, bevel gears, triangular gears, square gears,",,,,,,

rectangular gears, elliptical gears, scroll gears, multiple sector gears, hypoid gears, worm gears, internal gears, rack and pinion gears, transmission",,,,,,

shafts, power transmission of all types of gears, gear train, wheel spindles, engine sprockets, all types of precision forging, of automobile parts, diesel",,,,,,

engine parts, components, spare parts, tools implements, material thereof, accessories, ancillaries, auto gears, auto electrical parts, and tractor parts,",,,,,,

truck parts, car parts, motor vehicle of every description, whether propelled by using gas, petroleum, diesel, oil, steam, oil vapour, electricity or",,,,,,

any other motive or mechanical power.,,,,,,

It is submitted that the registered office of the Applicant Companies is at 14th Floor, Millennium Plaza, Tower B, Sushant Lok-1, Gurugram which is",,,,,,

situated in the State of Haryana and, therefore, the territorial jurisdiction of the applicant companies falls within this Bench.",,,,,,

The rationale of the Scheme is given below:-,,,,,,

a) The Companies are closely held directly or indirectly by the members of the same family. With a view to facilitate smooth succession planning for the members of,,,,,,

same family and to increase the managerial efficiency and streamline shareholding and control of the Companies, the management of the Companies have proposed to",,,,,,

reorganize the capital structure of the Companies;,,,,,,

b) Since the Scheme does not involve any financial outlay outgo, therefore it would not affect the ability or liquidity of the Companies to meet its obligations/",,,,,,

commitments in the normal course of business and the Scheme would not in any way adversely affect the ordinary operations of the Companies;,,,,,,

c) Scheme shall simplify the existing legal structure and eliminate administrative duplications, consequently reducing the administrative costs of maintaining separate",,,,,,

companies;,,,,,,

d) Scheme shall provide optimal utilisation of resources and cost reduction due to pooling of assets, proprietary information, personnel, financial, managerial and",,,,,,

technical resources, thereby contributing to future growth; and",,,,,,

e) Scheme shall provide better alignment, coordination and streamlining of day to day operations of the Companies, leading to improvement in efficiency of",,,,,,

operations.,,,,,,

It is stated that the Board of Directors of the Applicant Companies in their respective meetings held on 14.09.2020 have considered and approved,,,,,,

the Scheme of Arrangement subject to sanctioning of the same by this Tribunal. The Board Resolutions of the Applicant Companies are attached as,,,,,,

Annexure A-2, A-7 and A-12 respectively of the application. The Applicant Companies have authorized Mr. S.K. Khatri, Mr. Naveen Jain, Mr.",,,,,,

Manish Singh, Ms. Shivani Sharma and Ms. Nishtha Chauhan, to do all acts and deeds and things in relation to the Scheme. The affidavits of Mr.",,,,,,

Naveen Jain and Mr. S.K Khatri, on behalf of the Applicant Companies, have been filed in support of the contents of the application for seeking",,,,,,

appropriate orders/directions.,,,,,,

The appointed date of the Scheme is 01.04.2020 as mentioned in the Clause 1.3 of Scheme of Arrangement attached as Annexure A-1.,,,,,,

It is stated that the Applicant Companies have filed the audited financial statements as on 31.03.2020 at Annexure A-4 A-9 and A-14 respectively,,,,,,

of the application. The Transferor Company and Transferee Company have filed the provisional Financial Statement as on 30.09.2021 which are,,,,,,

attached as Annexure 1 and Annexure 2 of Diary No. 01324/3 Dated 16.11.2021,,,,,,

It is submitted that no prosecution proceedings against any of the Applicant Companies and its officers are pending under the Companies Act,",,,,,,

2013 and the rules made there under and/or the previous Company law.,,,,,,

It is submitted that in pursuance of the proviso to Sec. 230 (7) and Section 232 (3) of the Act, the Applicant Company has filed the certificate",,,,,,

dated 25.09.2020 issued by Statutory Auditors of Applicant Companies certifying that the Scheme is in compliance with the Accounting Standards,,,,,,

under Section 133 of the Act and the same are attached as Annexure A-19 of the application.,,,,,,

It is further submitted by the counsel for applicant companies that as per Valuation Report dated 14.09.2020 submitted by Mr. Sourabh Garg,",,,,,,

Registered Valuer (S&FA) Reg. No.IBBI/RV/05/2020/12806 (Annexure A-18 of the application) the following Share Entitlement Ratio has been,,,,,,

proposed:-,,,,,,

“38,62,685 (Thirty-Eight Lacs Sixty-Two Thousand Six Hundred and Eighty-Five) fully paid up equity shares of face value of Rs. 10/-(Rupees Ten) each of",,,,,,

Transferee Company to be issued and allotted to shareholders of Transferor Company 1 in proportion of their respective shareholding in Transferor Company 1,,,,,,

15,69,500 (Fifteen Lacs Sixty-Nine Thousand Five Hundred) fully paid up equity shares of face value of Rs. 10/- (Rupees Ten) each of Transferee Company to be",,,,,,

issued and allotted to shareholders of Transferor Company 2 in proportion of their respective shareholding in Transferor Company 2.â€​,,,,,,

It is submitted by the learned counsel that the Scheme (Annexure A-1) also takes care of the interests of the staff/workers and employees of the,,,,,,

,Particulars,Amount in,,,,

,,Rupees,,,,

Authorised Share Capital,,,,,,

7,00,000 Equity shares of Rs.100/- each",,"Rs.7,00,00,000",,,,

Issued, Subscribed and Paid-up Share

Capital",,,,,,

5,25,520 Equity shares Rs.100/- each",,"Rs.5,25,52,000",,,,

Name of the

Applicant

Companies","Shareholders along

with their consent on

affidavit",,"Creditors along with their consents on

affidavit",,,

,"Equity

Shareholder","Consent

submitted

on

Affidavit","Secured

Creditors","Consent

submitted

on

Affidavit","Unsecured

Creditors","Consent

submitted on

affidavit

Applicant

Company

No.1",9,100%,Nil,Nil,Nil,Nil

Applicant

Company

No.2",7,100%,Nil,Nil,Nil,Nil

Applicant

Company

No.3",8,100%,2,99.08%,129,92%

In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Companies to file Second Motion Petition with",,,,,,

a direction that the Applicant Companies shall make specific prayer for sending notices to the Central Government through Regional Director,",,,,,,

Northern Region, Ministry of Corporate Affairs, New Delhi, concerned Registrar of Companies, Official Liquidator and Income Tax Authorities by",,,,,,

disclosing the PAN numbers of all the Applicant Companies in the title of the Second Motion Petition. Â Â Â Â,,,,,,

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