J J Automotive Private Limited vs Registrar of Companies

Rajasekhar V.K., Member (Judicial)

The Court convened through videoconference today.

The instant petition has been filed under section 230(6) read with section 232(3) of the Companies Act, 2013 ("Act") for sanction of the Scheme of Amalgamation of Bengal Motor Services Private Limited being the Petitioner No. 2 above named ("Transferor Company No.1" b "Petitioner No. 2") and J J Motors Private Limited, being the Petitioner No.3 above named ("Transferor Company No 2" or "Petitioner No.3" ) and J J Projects Private Limited, being the Petitioner No.4 above named ("Transferor Company No 3" or "Petitioner No.4") and Kohinoor Stock Broking Private Limited, being the Petitioner No.5 above named ("Transferor Company No 4" or "Petitioner No.5") and KPJ Estates Private Limited, being the Petitioner No.6 above named ("Transferor Company No 5" or "Petitioner No.6") with J J Automotive Private Limited, being the Petitioner No.1 above named ("Transferee Company" or "Petitioner No.1")with Transfer Date or Appointed Date being 01st April, 2020 pursuant to section 230 to 232 of the Companies Act, 2013 and Rules made there under in the manner and on the terms and conditions stated in the said Scheme of Amalgamation("Scheme").

By an order dated 16.08.2021 in Company Application (CAA) No. 89/KB/2021, this Tribunal made the following directions with regard to meetings of shareholders and creditors under section 230(1) of the Act:-

(a) Meetings dispensed:

Equity Shareholders

Meeting of Equity Shareholders of the Applicant No 2 to Applicant No 6 for considering the Scheme are dispensed with in view of all shareholders of Applicant No 2 to Applicant No 6 having given their consent to the Scheme by way of affidavits.

Unsecured Creditors

Meeting of Unsecured Creditors of Applicant No. 2 for considering the Scheme are dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 90.65% in value of unsecured creditors of Applicant No 2.

Meeting of Unsecured Creditors of Applicant No 3 for considering the Scheme are dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 90.39% in value of unsecured creditors of Applicant No 3.

Meeting of Unsecured Creditors of Applicant No 4 for considering the Scheme are dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 100% in value of unsecured creditors of Applicant No 4.

Meeting of Unsecured Creditors of Applicant No 6 for considering the Scheme are dispensed with in view of consent given by way of affidavits by the Unsecured Creditors representing 100% in value of unsecured creditors of Applicant No 6.

(b) No requirement of Meetings

Secured Creditors

Secured Creditors of Applicant Nos. 2 to 5 NIL Creditors verified by auditors' certificate.

Unsecured Creditors

Unsecured Creditors of Applicant No. 5 - NIL Creditors verified by auditors' certificate.

(c) Meetings to be held

Equity Shareholders

Equity Shareholders of Applicant No 1

Secured Creditors

Secured Creditors of Applicant No. 1 and Applicant No 6

Unsecured Creditors

Unsecured Creditors of Applicant No 1.

Ld. Counsel appearing for the Petitioners submits that the Petitioner No. 1 had 126 Equity Shareholders who collectively held 11,00,000 equity shares. The meeting was attended by 10 Equity shareholders in person or through proxy who collectively held 7,62,200 Equity Shares and all of whom voted in favour of the resolution.

Ld. Counsel appearing for the Petitioners submits that the Petitioner No 1 had 4 Secured Creditors who aggregated to Rs7,79,66,929/ . The meeting of the Secured Creditors was attended by 2 Secured Creditors representing 50% in numbers and who aggregated to Rs 5,53,14,675 / representing 70.95% in value of total secured debts. All the Secured Creditors who attended the meeting in person voted in favour of the resolution.

Ld. Counsel appearing for the Petitioners submits that the Secured Creditors of Petitioner No. 6 had been paid and fully discharged and satisfaction of charge was also filed before the date of meeting. Hence there was no meeting of the Secured Creditors of Petitioner No 6.

Ld. Counsel appearing for the Petitioners submits that the Petitioner No. 1 had 80 Unsecured Creditors who aggregated to Rs.22,08,47,964/-. The meeting of the Unsecured Creditors was attended by 10 Unsecured Creditors representing 12.50% in numbers and who aggregated to Rs.14,46,22,484/- representing 65.48% in value of total unsecured debts. All Unsecured Creditors who attended the meeting in person or through proxy voted in favour of the resolution.

Ld. Counsel appearing for the Petitioners submits that the meeting of Equity Shareholder of Petitioner No. 1 was directed wherein all shareholders who attended the meeting voted in favour of the resolution, the meeting of equity shareholders of Petitioner No. 2 to Petitioner No. 6 were dispensed with.

Ld. Counsel appearing for the Petitioners submits that the meeting of Secured Creditors of Petitioner No1 was directed wherein all Secured Creditors who attended the meeting voted in favour of the resolution. The meeting of Secured Creditors of Petitioner No 6 was directed but the said Secured Creditor was paid and discharged prior to meeting.

Ld. Counsel appearing for the Petitioners submits that the meeting of Unsecured Creditors of Petitioner No 1 was directed wherein all Unsecured Creditors who attended the meeting voted in favour of the resolution

Ld. Counsel appearing for the Petitioners submits that the Petitioners now seek admission of the instant petition presented by them for sanction of the Scheme.

The Learned Counsel for the Petitioners further submits that in compliance with section 230(5) of the Companies Act, 2013 and the said order dated 16th August, 2021 in C.A (CAA) No. 89/(KB)/2021 notice along with all accompanying documents has already been served on the Statutory / Sectoral Authorities, as directed by the said order viz. upon Income Tax Authorities on 01st September 2021, upon Regional Director, Eastern Region, Ministry of Corporate Affairs and Registrar of Companies, West Bengal on 23rd August, 2021, upon official liquidator, High Court, Calcutta on 23rd August, 2021, upon Reserve Bank of India on 26th August, 2021. The Petitioner Companies also made publication of notice convening the meeting in the Financial Express in English and Dainik Statesman in Bengali on 10th September, 2021. An affidavit proving service, as aforesaid duly affirmed on 11th October, 2021 has been filed by the Petitioners. The Authorities, as aforesaid, have not filed their representation so far.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioners, we admit the instant petition and fix the next date of hearing on 30th  December, 2021.

At least 10 (ten) clear days before the said date fixed for hearing, the Petitioners shall cause notice of hearing to be advertised in the FINANCIAL EXPRESS in English n and Bengali translation thereof in DAINIK STATESMAN in Kolkata Edition as per rule 16(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules").

Another notice pursuant to section 230(5) of the Companies Act, 2013 along with accompanying documents, including the copies of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013, as sent earlier, shall be served again on the aforesaid Statutory Authorities by sending the same to them by hand delivery through special messenger or by post or by email within one week from the date of receiving this order. The notice shall specify the next date of hearing of the petition, as aforesaid, and state that representation, if any, and if not already filed, should be filed before this Tribunal no later than 7 (seven) days before the next date of hearing of the petition and a copy of such representation should be simultaneously sent to the Authorised Representative of the said Petitioners. If no such representation is received by the Tribunal within such period, it shall be presumed that such Authorities have no representation to make on the said Scheme. Such notice shall be sent in Form No. CAA3 of the CAA Rules with necessary variations, incorporating the directions herein.

The Petitioners to file an affidavit confirming compliance of the abovementioned directions of this Tribunal, 3 (Three) days before the next date of hearing.

The Petitioners may also file their rejoinder affidavits dealing with the objections/ observations, if any, of the Authorities, 2 (Two) days before the next date of hearing.

Certified copy of the order may be issued, if applied for, upon compliance with all the requisite formalities.