M J Casting Limited And Ors. vs MINDA Industries Limited

Dr. Deepti Mukesh, J

This application has been filed by the Applicant Companies under Sections 230 — 232 of the Companies Act, 2013 and other applicable provisions related to the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations), 2016, all duly supported by separate affidavits of the Applicant Companies, for seeking appropriate orders/ directions for dispensing with/ convening the respective meetings of shareholders, secured creditors and unsecured creditors of the Applicant Companies, in connection with the proposed Scheme of Amalgamation contemplated between the Applicant Companies. The said Scheme of Amalgamation (hereinafter referred to as “Scheme”) is placed on record along with the application.

It is represented that the registered office of Transferor Companies No. 1 to 3 and Transferee Company are situated in New Delhi, well within the territorial jurisdiction of this Tribunal. It is also submitted that an application in relation to Transferor Company No. 4 whose registered office is situated at Pune, Maharashtra was initially filed before Mumbai Bench of NCLT, which subsequently got transferred from Mumbai Bench to this Bench vide order passed by Principal Bench at New Delhi in C.A. 1906(PB)/ 2019 dated 24.09.2019.

The Applicants have set out the objects and benefits of the scheme of amalgamation. It has been stated in Paragraph 3.26 that the merger of the Transferor Companies with the Transferee Company would inter-alia have the following benefits: - (a) Achieving business and administrative synergies, (b) Consolidation and simplification of the group structure, cost savings/synergies resulting from rationalization, standardization and simplification of business processes. (c) Improved organizational capability arising from pooling of financial resources. (d) Avoiding un-necessary duplication of costs of administration, distribution, selling and marketing and reduction in legal and regulatory compliances. (e) Maximize the overall shareholders value by strengthening its core competencies and having stronger standalone balance sheet. The appointed date adopted in the scheme is 1st April, 2019.

Affidavits in support of the joint application are sworn and filed by Mr. Sanjay Jain for and on behalf of all Transferor Companies and by Mr. Tarun Kumar Srivastava on behalf of the Transferee Company being the authorized signatories. It is submitted that the scheme does not contemplate any corporate debt restructuring exercise and contemplated under section 230(2) of the Act. It is further submitted that a joint application filed by the applicants is maintainable in view of Rule 3 (2) of Companies (Compromise, Arrangement and Amalgamation), Rules 2016. The respective authorization of these signatories are supported with corresponding Board Resolution dated 16.05.2019 & 17.05.2019 which are paced on record.

The Transferor Company No. 1 was incorporated under the provisions of the Companies Act, 1956 on 23rd day of December, 2010 as a Public Limited Company under the name and style of “M J Casting Limited” with the Registrar of Companies, NCT of Delhi and Haryana. The company is having CIN U28900DL2010PLC211731 and registered office at B-64/1, Wazirpur Industrial Area, Delhi-110052.

Authorized Share Capital

Rs. 58,50,00,000/- divided into 5,85,00,000 Equity Shares of Rs. 10/- each.

Rs. 27,50,00,000/- divided into 2,75,00,000 8% non-cumulative redeemable Preference Shares of Rs. 10/- each.

Issued, Subscribed and Paid up Share Capital

Rs. 58,50,00,000/- divided into 5,85,00,000 Equity Shares of Rs. 10/- each fully paid up.

Rs. 3,75,00,000/- divided into 37,50,000 8% non-cumulative redeemable Preference Shares of Rs. 10/- each.

The Transferor Company No. 2 was incorporated under the provisions of the Companies Act, 1956 on 11th day of November, 2011 under the name and style of “Minda Distribution and Services Limited” with registrar of companies NCT of Delhi & Haryana. The company is having CIN U34300DL2011PLC227272 and registered office at Khasra No. 301/223, Mukund Pur, Near Punjab National Bank, Main Road, Delhi-110042.

Authorized Share Capital

Rs. 2,25,00,000/- divided into 22,50,000 Equity Shares of Rs.10/- each

Issued, Subscribed and Paid up Share Capital

Rs. 1,98,76,000/- divided into 19,87,600 Equity Shares of Rs.10/- each fully paid-up.

The Transferor Company No. 3 was incorporated under the provisions of the Companies Act, 1956 on 13th day of November, 1996 under the name and style of “S J Components Private Limited” with Registrar of Companies, NCT of Delhi and Haryana. Thereafter, the name of the Transferor Company No. 3 was changed to “Minda Auto Components Private Limited” as per new certificate of incorporation issued on 25th day of September, 2007. Thereafter, the Transferor Company No. 3 was converted into public Limited Company i.e. “Minda Auto Components Limited” and further new certificate of incorporation was issued by Registrar of Companies, NCT of Delhi and Haryana on 24th day of September, 2009. The company is having CIN U25209DL1996PLC083240 and registered office is situated at B-64/1, Wazirpur Industrial Area, Delhi — 110052.

Authorized Share Capital

Rs. 25,00,000/- divided into 2,50,000 Equity Shares of Rs. 10/-each.

Issued, Subscribed and Paid up Share Capital

Rs. 21,02,000/- divided into 2,10,200 Equity Shares of Rs. 10/-each fully paid-up.

Transferor Company No. 4 was incorporated on 18th Day of January, 1988 under the provisions of the Companies Act, 1956, under the name and style of “Halogen Auto & Electrical Industries Private Limited” with the Registrar of Companies, Pune. Thereafter the name of the company was changed to “Fiem Rinder Private Limited” and in this regard, new certificate of incorporation was issued by Registrar of Companies, Pune on June 24, 1998. Thereafter again, the name of the company was changed to “Rinder India Private Limited” and new certificate of incorporation was issued by Registrar of Companies, Pune on May 11, 2000. Thereafter again, the name of the Transferor Company No. 4 was changed to its present name i.e. “Minda Rinder Private Limited” and new certificate of incorporation was issued by Registrar of Companies, Pune on September 21, 2018. The company is having CIN U31506PN1988PTC045915 and registered office at Gut No. 148 Mahalunge Ingale, Off Chakan, Talegaon Road, Tal Khed, Pune, Maharashtra- 410501.

Authorized share capital

Rs 2,95,06,000/- divided into 2,95,060 equity shares of Rs 100/-each.

Issued, subscribed and paid up share capital

Rs.84,99,600/- divided into 84,996 equity shares of Rs 100/-each.

Transferee Company was incorporated on 16th day of September, 1992 as a Public Limited Company under the name and style of “Minda Industries Limited” with registrar of companies NCT Delhi & Haryana. The company is having CIN L74899DL1992PLC050333 and registered office at B-64/1, Wazirpur Industrial Area, Delhi-110052.

Authorized Share Capital

Rs. 63,50,00,000/- divided into 31,75,00,000 Equity Shares of Rs.2/- each

Rs. 3,00,00,000/- divided into 30,00,000 9% Cumulative Redeemable Preference Shares - Class-A of Rs. 10/- each

Rs. 40,13,14,500/- divided into 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares- Class-B of Rs. 2,187/- each

Rs. 3,50,00,000/- divided into 35,00,000 3% Cumulative Redeemable Preference Shares- Class-C of Rs. 10/- each.

Rs. 10,00,00,000/- divided into 1,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares of Rs. 10/- each.

Issued, Subscribed and Paid up Share Capital

Rs. 52,44,33,930/- divided into 26,22,16,965 Equity Shares of Rs.2/- each fully paid up.

It is submitted that the Transferor Company No. 1 has 7 Equity Shareholders, NIL Preference Shareholders, 2 Secured Creditor and 386 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of voting share have given their consent by way of consent affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of equity shareholders. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting. In respect of Secured Creditors, it is represented that 2 Secured Creditors of the Company representing 100% in value have given their consents by way of affidavits to the scheme and thus, the Company seeks dispensation of holding the meeting of secured creditors. In respect of 386 Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meeting of Unsecured Creditors for the purpose of obtaining approval to the Scheme.

It is submitted that Transferor Company No. 2 has 8 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditors and 61 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of voting share have given their consents by way of affidavits and thus, seeks dispensation of holding the meeting of the equity shareholders. Transferor Company No. 2 does not have any Preference Shareholders and Secured Creditors, thus there is no requirement of convening any meeting of Preference Shareholders and Secured Creditors. In respect of Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meeting of Unsecured Creditors for the purpose of obtaining their approval to the Scheme.

It is submitted that the Transferor Company No. 3 has 7 Equity Shareholders, NIL Preference Shareholders, NIL Secured Creditor and 68 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of the voting share have given their consents by way of affidavits to the scheme and thus, seeks dispensation of holding the meeting of the equity shareholders. Transferor Company No. 3 does not have any Preference Shareholders and Secured Creditors and there is no requirement of convening any meeting of Preference Shareholders and Secured Creditors. In respect of Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the Company seeks directions for convening and holding the meetings of Unsecured Creditors for the purpose of obtaining their approval to the Scheme.

It is submitted that the Transferor Company No. 4 has 2 Equity Shareholders, NIL Preference Shareholders, 4 Secured Creditor and 672 Unsecured Creditors. In respect of equity shareholders, it is represented that all the equity shareholders representing 100% of the voting share have given their consent by affidavits to the scheme and thus, seeks dispensation of holding the meeting of the equity shareholders. Transferor Company

No. 4 does not have any Preference Shareholders and there is no requirement of convening any meeting of preference shareholders. In respect of Secured Creditors, it is represented that all the secured creditors of the company representing 100% in value of the company have given their consent by way of affidavits to the scheme and thus, the company seeks dispensation of holding the meeting for the purpose of obtaining approval of the scheme. In respect of Unsecured Creditors, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and the company seeks directions for convening and holding the meetings of Unsecured Creditors for the purpose of obtaining their approval to the Scheme.

It is submitted that Minda Industries Limited being Transferee Company has 53,101 equity shareholders, NIL Preference shareholder, 6 Secured Creditors and 1,648 Unsecured Creditors. The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting of Preference Shareholders. In respect of Secured Creditors, it is represented that all the Secured Creditors of the Transferee Company representing 100% in value of the Transferee Company have given their consents by way of affidavits to the scheme and thus, the Transferee Company seeks dispensation of holding the meeting of the secured creditors. With respect to equity shareholders and Unsecured Creditors, the Transferee Company seeks necessary directions for convening and holding the meetings of Equity shareholders and Unsecured Creditors for the purpose of obtaining their approval to the Scheme, since no consents are obtained from Equity shareholders and Unsecured Creditors.

A copy of Memorandum and Article of Association of all four Transferor companies and Transferee Company has been placed on record. A copy of the scheme of Amalgamation as stated supra has been placed for record. The Appointed date of the scheme is 1st April, 2019. The certificates of statutory auditors of all four Transferor Companies and Transferee Company certifying the Accounting Treatment as required under Section 133 of the Companies Act are placed for record.

The Board of Directors of the Transferor Company Nos. 1, 3 and 4, and Transferee Company in its Board Meeting held on 16th May, 2019 and the Transferor Company No. 2 in its Board Meeting held on 17th May, 2019 have approved the proposed scheme of amalgamation and copies of the resolution(s) are placed on record.

All the Transferor Companies and Transferee Company have submitted that no investigation proceedings have been instituted or are pending under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 226 of the Companies Act, 2013 against any of the Company. Further, the Transferor Companies and Transferee Company have also submitted that the scheme is not otherwise opposed to public policy or interest of the members of the respective Applicant Companies.

Taking into consideration the submissions made and documents filed with application, we propose to issue the following directions with respect to calling, convening and holding of the meeting of the shareholders, secured creditors and unsecured creditors or dispensing with the same as well as issue of notices including publications in the press as follows:-

A. In relation to the Transferor Company No.1:

i. With respect to Equity and Preference shareholders:

The company has 7 Equity Shareholders and no preference shareholders and consent-affidavits from all the Equity Shareholders representing 100% of the paid-up equity share capital, being placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with.

ii. With respect to Secured Creditors:

The Company has only 2 Secured Creditors and consent-affidavits from both the Secured Creditors representing 100% in value are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with.

iii. With respect to unsecured creditors:

The Company has 386 unsecured creditors and in absence of the consents obtained, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 11:00

AM. The quorum of the meeting shall be 95.

B. In relation to the Transferor Company No.2:

i. With respect to Equity and Preference shareholders:

The Company has only 8 Equity Shareholders and no preference shareholders and consent-affidavits from all the Equity Shareholders representing 100% of the paid-up equity share capital of the Company are placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with.

ii. With respect to Secured Creditors:

There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.

iii. With respect to unsecured creditors:

The Company has 61 unsecured creditors and in absence of consent obtained in the Company, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 12:00

Noon. The quorum of the meeting shall be 15.

C. In relation to the Transferor Company No.3:

i. With respect to Equity and Preference shareholders:

The company has only 7 Equity Shareholders and no preference shareholders and consent-affidavits from all the Equity Shareholders representing 100% of the paid-up equity share capital are placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with.

ii. With respect to Secured Creditors:

There are no Secured Creditors in the Company, therefore the necessity of convening and holding a meeting does not arise.

iii. With respect to unsecured creditors:

There are 68 unsecured creditors in the Company and in absence of consents obtained, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 01:00

PM. The quorum of the meeting shall be 17.

D. In relation to the Transferor Company No.4:

i. With respect to Equity and Preference shareholders:

The company has only 2 Equity Shareholders and no preference shareholders and consent-affidavits from both the Equity Shareholders representing 100% of the paid-up equity share capital, are placed on record, therefore the necessity of convening and holding a meeting of shareholders is dispensed with.

ii. With respect to Secured Creditors:

There are only 4 Secured Creditors in the Company and consent-affidavits from all the Secured Creditors representing 100% in value of the Company are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with.

iii. With respect to unsecured creditors:

There are 672 unsecured creditors in the Company and in absence of consents obtained, the meeting of the unsecured Creditors be convened on 16.12.2019 besides Indian Oil Pump, Chakan-Telegaon Road, Kharabwadi, Chakan, Pune-410501 at 11:30 AM. The quorum of the meeting shall be

168.

E. In relation to the Transferee Company:

i. With respect to Equity and Preference Shareholders:

There are 58,101 Equity Shareholders and no preference shareholders and in absence of consents obtained, the meeting of the Equity Shareholders be convened on 09.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi- 110016 at 9:30 AM. The quorum of the meeting shall be 10,000.

ii. With respect to Secured Creditors:

There are 6 Secured Creditors and consent-affidavits from all the Secured Creditors representing 100% in value of the Transferee Company are placed on record, therefore the necessity of convening and holding a meeting of secured creditors is dispensed with.

iii. With respect to unsecured creditors:

There are 1,648 unsecured creditors and inn absence of consents obtained in the Company, the meeting of the unsecured Creditors be convened on 11.12.2019 at PHD house, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi, Delhi-110016 at 2:00

PM. The quorum of the meeting shall be 412.

F. In case the quorum as noted above for the above meetings of the Applicant Companies is not present, at the time of the meetings, then the meeting shall be adjourned for half an hour, and thereafter, the member(s) present shall be deemed to constitute the quorum. For the purpose of computing the quorum, the valid proxies shall be considered, if the proxy in the prescribed for, duly signed by the person entitled to attend and vote at the meeting, are duly filed with registered office of the Applicant Companies at least 48 hours before the meetings. The Chairperson and the Alternative Chairperson appointed herein along with Scrutiniser shall ensure that the proxy registers are properly maintained.

G. Ms. Deepa Krishan, Former NCLT Member (9818369200) is appointed as the chairperson and Mr. Abhishek Anand, Advocate (8800343000) is appointed as Alternative Chairperson for the Meetings of Transferor Company No. 1 to 3 and Transferee Company as have been directed to be convened by this Tribunal. Mr. Manish Manocha, Chartered Accountant (9899127929) is appointed as a Scrutinizer for the Meetings of Transferor Company No. 1 to 3 and Transferee Company. The fee for the Chairperson for the meetings of Transferor Company No. 1 to 3 and Transferee Company shall be Rs.1,00,000/- and the fee for the Alternative Chairperson shall be Rs. 75,000/- in addition to meeting their incidental expenses. The fee for the scrutinizer shall be Rs. 50,000/- for his services in addition to meeting his incidental expenses. The chairperson will file their reports within two weeks from the date of holding of the meetings of Transferor Company No. 1 to 3 and Transferee Company.

H. Mr. Satish Sekhri, Mobile No. 9822663000 is appointed as the Chairperson and PCS Milind Kasodekar, (Mobile Number: 9822394380) is appointed as Alternative Chairperson for the Meeting of Unsecured Creditors of Transferor Company No. 4 as have been directed to be convened by this Tribunal. PCS Shipla Dixit (Mobile Number:9822394384) is appointed as a Scrutiniser. The fee for the Chairperson for the meetings of Transferor Company No. 4 shall be Rs.50,000/- and the fee for the Alternative Chairperson for the Meeting of Unsecured Creditors of Transferor Company No. 4 shall be Rs. 30,000/- in addition to meeting their incidental expenses. The fee for the scrutinizer shall be Rs. 20,000/- for her services in addition to meeting her incidental expenses. The chairperson will file the reports within two weeks from the date of holding of the above said meeting.

I. The individual notices of the said meetings shall be sent as required and prescribed by the Companies Act, 2013 through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of the scheme of amalgamation, a copy of explanatory statement. The prescribed form of proxy shall be sent along with and in addition to the above documents, any other document as may be prescribed under the act may also be duly sent with the notice.

J. That the Transferor Company No. 1 to 3 and Transferee Company shall publish advertisement with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, place and time as aforesaid, to be published in the English daily “Business Standard” (Delhi Edition) and Hindi daily “Jansatta” (Delhi edition) stating that the copies of the scheme of amalgamation, the Explanatory Statement required to be furnished pursuant to section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charges at the registered office of the applicant companies.

K. That the Transferor Company No. 4 shall publish advertisement with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, place and time as aforesaid, to be published in the English daily “Business Standard” (Pune Edition) and Hindi daily “Navshakti” (Pune edition) stating that the copies of the scheme of amalgamation, the Explanatory Statement required to be furnished pursuant to section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charges at the registered office of the applicant companies

L. Voting shall be allowed on the proposed Scheme by voting in person or by proxy, as may be applicable to the respective companies under the act and rules framed there under. The Chairperson shall be responsible to report the results of the meeting to the tribunal within two weeks of the conclusion of the meeting with regard to the proposed scheme.

M. The Transferor Company No. 1 to 3 and Transferee Company shall individually send notice to the Central Government (Regional Director —

Northern Region), the Income Tax Authorities (New Delhi), Registrar of Companies, NCT of Delhi & Haryana, Official Liquidator (New Delhi), BSE Limited, National Stock Exchange of India Ltd., Securities and Exchange Board of India and any sectoral regulator who may have significant bearing on the operation of the Transferor Company No. 1 to 3 and Transferee Company along with a copy of required documents and disclosures required under the provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

N. The Transferor Company No. 4 shall individually send notice to the Central Government (Regional Director — Western Region), the Income Tax Authorities (Pune), Registrar of Companies (Pune), Official Liquidator (Mumbai), BSE Limited, National Stock Exchange of India Ltd., Securities and Exchange Board of India and any sectoral regulator who may have significant bearing on the operation of the Transferor Company No. 4 along with a copy of required documents and disclosures required under the provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

O. All the aforesaid directions are to be complied with strictly in accordance with the applicable rules including forms and formats contained in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by all the Applicants.

The application stands allowed in the aforesaid terms and disposed of accordingly.