In Re: SKN Haryana City Gas Distribution Private Limited And Ors Vs

Sumita Purkayastha, Member (T)

This application has been jointly filed by the applicant companies/firms under Section 230 to 232 read with Companies (Arrangements, Compromises and Amalgamations) Rules, 2016 and 60 and 62 of Limited Partnership Act, 2008 and the National Company Law Tribunal Rules, 2016 duly supported by separate affidavits of the applicant companies/firms, for seeking appropriate orders/directions for dispensing with the respective meetings of the shareholders and unsecured creditors of the demerged company and the meetings of the designated partners, secured creditors and unsecured creditors of the Resulting LLP's No. 1 and 2 in connection with the proposed Scheme of Arrangement contemplated between the applicant companies/firms. It is proposed to hold the meetings of Secured Creditors of the applicant company No. 1. The said Scheme of Arrangement (hereinafter referred to as the "Scheme") has been placed on record along with the joint application.

As per averments, the registered offices of the Applicant No. 1/Demerged Company and Applicant/Resulting LLP No. 1 and Applicant/Resulting LLP No. 2 are situated in the National Capital Territory of Delhi, falling within the territorial jurisdiction of this Court.

As per averments, SKN Haryana City Gas Distribution Private Limited ("SKN-HCGDPL" or "Demerged Company" or "Transferor Company") was originally incorporated as a private limited company under the provisions of the Companies Act, 2013 on 23rd day of November' 2015 as SKN Haryana City Gas Distribution Private Limited with the Registrar of Companies, Delhi & Haryana with CIN: U40300HR2015PTC057359 with the Registered Office within the State of Haryana. The registered office of the company was changed from the State of Haryana to Delhi and consequent thereto fresh certificate was issued on 1st day of December 2017. The PAN no, of the company is AAWCS4893C. Presently the registered office of the company is at 12, Forest Lane, Ghitorni, Delhi 110030.

The present Authorized Share Capital of the applicant/Demerged Company is Rs. 20,00,00,000/- (Rupees Twenty Crores only] divided into 2,00,00,000 (Two crores) Equity Shares of Rs. 10/- (Ten) each. The present issued, subscribed and paid-up share capital of the Company is Rs. 16,59,32,200/- (Rupees Sixteen crores fifty nine thirty two thousand two hundred only) divided into 1,65,93,220 (One Crores sixty five lacs ninety three thousand two hundred and twenty) equity shares of Rs. 10/- (Ten) each as on 31.03.2019.

It is submitted that the Demerged Company has two (2) equity shareholders and they both have given their Written Consents/No Objections for the proposed Scheme of Arrangement (De-merger). Written Consents/No Objections of the shareholders, in original, have been placed on record. The Demerged Company had placed on record the list of Secured Creditors and there are fourteen (14) Secured Creditors as on 31st March '2020 for an amount of Rs. 41,79,18,208/- (Rupees Fourty one crores seventy nine lacs eighteen thousand and two hundred and eight only). The said list has been certified by the Chartered Accountant and is supported by his certificate. The company proposes to convene and hold meeting of Secured Creditors. The Demerged Company had also placed on record the list of Unsecured Creditors and there are fifty four (54) Unsecured Creditors as on 31st March '2020 for an amount of Rs. 40,81,62,217/- (Rupees Fourty crores eighty one lacs sixty two thousand two hundred and seventeen only). The said list has been certified by the Chartered Accountant and is supported by his certificate. Besides the said unsecured creditors, the company has seventeen (17) Pump Stations, eighteen (18) CNG Customers, ninety (90) PNG Customers and two (2) tenants who had given security/advance, for an amount of Rs. 29,97,19,354/- (Rupees Twenty nine crores ninety seven lacs nineteen thousand three hundred and fifty four only) are the persons who had given security deposit/advance for CNG Pumps and PNG and CNG supplies and rent. The counsel submits that since the present scheme is an arrangement between the demerged company and its shareholders, the rights of the unsecured creditors will/are not affected by the scheme and post scheme, the assets of the demerged company would be sufficient to discharge its liabilities. The Chartered Accountants certificate have also been placed on record with regard to the liquidity of the demerged company to discharge its liabilities.

Chopra Electricals LLP ("CELLP" or "Resulting LLP No. 1" or "Transferee LLP No. 1") is a Limited Liability Partnership incorporated under the Limited Liability Partnership, 2008 on 14th day of October' 2019 with the Registrar of Companies, Delhi & Haryana with LLPIN :7972. The Transferee (Resulting) LLP No. 1 is having its registered office at KH No. 319, SEQ No. 91, Forest Lane, Sultanpur, Near Vandhya Farm, New Delhi - 110030 within the jurisdiction of Hon'ble National Company Tribunal, Delhi. The present LLP Capital and partners contribution in the LLP is Rs. 10,00,000/- (Rupees Ten lacs only).

It is submitted that the Resulting LLP No. 1 has two (2) designated partners and they have given their Written Consents/No Objections for the proposed Scheme of Arrangement (De-merger). Written Consents/No Objections of the designated partners in original, have been placed on record. There are no secured or unsecured creditors in the LLP No. 1. The certificates of the Chartered Accountant in respect of the creditors have also been placed on record.

SKN City Gas LLP ("SKNCGLLP" or "Resulting LLP No. 2" or "Transferee LLP No. 2") is a Limited Liability Partnership incorporated under the Limited Liability Partnership, 2008 on 18th July' 2019 with the Registrar of Companies, Delhi & Haryana with LLPIN : AAP-9825. The Transferee (Resulting) LLP No. 2 is having its registered office at KH No. 319, SEQ No. 91, Forest Lane, Sultanpur, Near Vandhya Farm, New Delhi - 110030 within the jurisdiction of Hon'ble National Company Tribunal, Delhi. The present LLP Capital and partners contribution in the LLP is Rs. 10,00,000/- (Rupees Ten lacs only).

It is submitted that the Resulting LLP No. 2 has two (2) designated partners and they have given their Written Consents/No Objections for the proposed Scheme of Arrangement (De-merger). Written Consents/No Objections of the designated partners in original, have been placed on record. There are no secured or unsecured creditors in the LLP No. 2. The certificates of the Chartered Accountant in respect of the creditors have also been placed on record.

We have perused the joint application and the connected documents/papers filed with the application including the Scheme of Arrangement as contemplated between the applicant companies.

It is submitted that the board of directors/designated partners of all the applicant companies/firms vide separate meetings, held on 31st August' 2019, 15th October' 2019 and 31st August' 2019 respectively have unanimously approved the proposed Scheme of Arrangement.

Copies of each resolutions passed by the board of directors/designated partners have been placed on record by the applicants.

The applicant companies/firms have filed their respective Memorandum and Articles of Association and their respective LLP Agreement. The Demerged Company had filed its latest Audited Balance Sheet as on 31.03.2019. The LLP's were recently registered and no balance sheets have been prepared till date.

It is submitted that the proposed demerger is sought to be made under the provisions of Section 230 and 232 of the Companies Act, 2013 read with Companies (Arrangements, Compromises and Amalgamations) Rules, 2016 and 60 and 62 of Limited Partnership Act, 2008 and the same if sanctioned by this Tribunal, the appointed date, as provided in the Scheme of Arrangement shall be 1st April' 2018.

All the applicant companies have submitted that no proceedings for inspection, inquiry or investigation under the provisions of Companies, Act, 2013, Limited Liability Partnership Act, 2008 or under the provisions of the Companies Act, 1956 is pending against any of the applicant companies.

The certificates of the Statutory Auditors of all the applicant companies have been placed on record confirming the treatment is in conformity in the Scheme with Section 133 of the Companies Act, 2013 and the guidelines issued by ICAI.

Further it has been stated in the application that the Scheme will be beneficial to all the applicant companies/firms and their respective shareholders, designated partners, employees, creditors and other stakeholders.

Taking into consideration the application filed jointly by the applicant companies the following directions are issued:-

A) In Relation to the Demerged Company:

i) The meeting of the Equity Shareholders of the Demerged Company is dispensed with as there are only two equity shareholders in the company and all of them have given their consent affidavits in favour of the Scheme and the same have been placed on record.

ii) The meeting of Secured Creditors is be held on Saturday, the 27th day of June' 2020 at C-63, Basement, Lajpat Nagar-I, Near Defence Colony Flyover, New Delhi - 110024 at 11.30 a.m.

iii) The meeting of Unsecured Creditors, the bench hereby directs that the applicant/demerged company to issue notices to its unsecured creditors as required under Section 230 (3) of the Companies Act, 2013 with the direction that they may submit their representations, if any, to the Tribunal and the copy of such representations be simultaneously by submitted upon the demerged company.

B) In Relation to the Resulting LLP No. 1

i) The meeting of the Designated Partners of the Resulting LLP No. 1 is dispensed with as there are only two designated partners in the LLP and all have given their consent affidavits in favour of the Scheme and the same have been placed on record. ii) The meeting of the secured creditors is also dispensed with because there are no secured creditors in the LLP and therefore the requirement of convening meeting of secured creditors does not arise.

iii) The meeting of the unsecured creditors is also dispensed with because there are no unsecured creditors in the LLP and therefore the requirement of convening meeting of unsecured creditors does not arise.

C) In Relation to the Resulting LLP No. 2

i) The meeting of the Designated Partners of the Resulting LLP No. 2 is dispensed with as there are only two designated partners in the LLP and both of them have given their consent affidavits in favour of the Scheme and the same have been placed on record.

ii) The meeting of the secured creditors is also dispensed with because there are no secured creditors in the LLP and therefore the requirement of convening meeting of secured creditors does not arise.

iii) The meeting of the unsecured creditors is also dispensed with because there are no unsecured creditors in the LLP and therefore the requirement of convening meeting of unsecured creditors does not arise.

Mr. NPS Singh, Advocate (Mob No. 9958535300) is appointed as the Chairman, while Mr. Sumit Wadhva, Advocate (Mob No. 9718704960) is appointed as the Alternate Chairperson and Mr. Manoj Sharma ((Mob No. 9891354999) is appointed as the Scrutinizer for the meetings to be convened as directed above for the demerged company.

The Fee for the Chairperson for the aforesaid meeting shall be Rs. 1,50,000/- and the fee of the Alternate Chairperson shall be Rs. 1,25,000/- and the fee of the Scrutinizer shall be Rs. 1,00,000/- in addition to meeting their incidental expenses.

The Chairpersons appointed for the aforesaid Meetings to issue the notices of the Meetings referred to above. The said Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting(s), including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s).

The quorum for the aforesaid meetings of the Secured Creditors shall be four (4) creditors for an amount of 25 % of the total secured creditors. In case the quorum is not present at the time of meeting, the meeting shall be adjourned for half an hour and the creditors/persons present shall form the quorum for the meeting.

The Chairpersons to file an affidavit not less than seven days before the date fixed for the holding of the meetings and do report this Tribunal that the direction regarding the issue of notices and advertisement have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Companies at its Registered Office, not later than, 48 hours before the aforesaid meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Chairpersons to report to this Tribunal, the result of the aforesaid meeting within 30 working days of the conclusion of the meetings, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The applicants are directed to serve the notice of the proposed Scheme, in addition to the directions above for demerged company, on the Regional Director, Ministry of Corporate Affairs, B-2, Wing. 2nd Floor, Paryavaran Bhawan, CGO Complex, New Delhi - 110003, Registrar of Companies at 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi - 110019, the Office of the Income Tax Department, Income Tax Officer, Ward - 7 (4), Central Revenue Building, IP Estate, New Delhi -110002 and the Office of the Income Tax, Additional Commissioner of Income Tax, Special Range-4, Central Revenue Building, IP Estate, New Delhi - 110002. The notice to Income Tax Authorities shall disclose sufficient details like PAN Card numbers, ward numbers and assessing officers so that the proper reply may be filed.

Let copy of the orders be served to the parties including the chairman, alternate chairman and Scrutinizer.