AI Structured Summary
Not yet generated for this judgment
Judgment
P.S.N Prasad, Member (Judicial)
This is an application which is filed by the applicant companies herein i.e., M/S MAMRAM PRIVATE LIMITED("Transferor Company"), M/S YUMA PRIVATE LIMITED("Transferee Company"), jointly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with rule 3 865 of Companies (Compromises, Arrangements ,irid Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the petitioners. The said Scheme is also annexed as Annexure "Annexure-A-11" to the application. The Applicant Companies thove named have preferred the instant application in effect for the purpose or amalgamation of Transferor Company with Transferee Company as :•vident inter alia from the reliefs sought for in the Application. Moreover, Lhe Applicant has sought certain reliefs regarding the dispensation of the meetings with respect to the shareholders and creditors of the petitioner companies.
An affidavit in support of the above application sworn for and on behalf of the Applicant Companies by one Mr. Sanjay Gupta S/o Mr. Ram Kishan Gupta, authorised signatory of Applicant companies, has been filed with t he application and it is also represented that the registered office of all the Applicant Companies situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi and Haryana.
It is submitted that clause Ill (B) (9) of Memorandum of Association (MOA) of both the Companies permits and authorizes the Merger/Amalgamation of Transferor Company with the Transferee Company.
In relation to the Transferor Company, in the Scheme marked as Annexure-A-11, it is represented that the transferor company has 2 shareholders as on 16.11.2019 and holds 5,44,513 the equity shares. It is further Fcpresented that the Transferor Company has obtained the consent i.e. No Objection by way of Affidavit from the shareholders for the scheme of Merger/Amalgamation and for dispensation of the shareholder's meeting from its members and same is on record. It is further stated that the Transferor Company has no Secured Creditor and Unsecured Creditors as on 16.11.2019 and therefore no consent is required therefrom and for the same, the CA certificate issued by M/s KSMC 86 Associates, Chartered\ ccountants of Transferor Company has been annexed to the Application and marked as Annexure A-7 and it is stated that the Transferor Company is the associate company of the Transferee Company, hence, prayed that 1-ie convening of meeting of the shareholders, secured creditors and unsecured creditors may be dispensed with.
In relation to the Transferee Company, in the Scheme marked as Annexure-A-11, it is represented that the transferee company has 2 shareholders as on 16.11.2019 and hold 6,57,550 equity shares. It is further represented that the Transferee Company has obtained the consent i.e. No Objection by way of Affidavit from the shareholders for the scheme of Merger/Amalgamation and for dispensation of the shareholder's meeting irom its members and same is on record. It is also stated that the transferee company has no Secured Creditors and one Unsecured Trade creditor having an outstanding balance of Rs. 12,20,000/- from the Security deposit rent as on 16.11.2019. It is stated that there is no compromise or arrangement with any of the creditors including unsecured creditor as their rights are not affected and the unsecured creditor has been paid off on 30.10.2020 in the ordinary course of business, hence, prayed that the convening of meeting of the equity shareholders, secured creditors and unsecured creditors may be dispensed with.
We have perused the application and the connected documents/papers filed therewith including the Scheme of Arrangement contemplated between the Transferor Company and Transferee Company.
From the information enumerated in the application, it is evident that Transferor Company is a Private Company limited by shares incorporated under the provisions of Companies Act on 8th March 1990, with Registrar of 1.1 ompanies, New Delhi under the name and style of "Mamram Styles Private Limited", CIN is U74899DL1990PLC039446. Further, the company changed it name to Mamram Private Limited and thereafter company converted itself HIE) a Public Company as Mamram Limited vide fresh certificate of incorporation dated 29th October, 1999 issued by the Registrar of ompanies, NCT of Delhi 86 Haryana. The company was further converted itself into private limited company as Mamram Private Limited vide fresh cw-tificate of incorporation dated 30th March, 2019 issued by the Registrar or. Companies, NCT of Delhi 86 Haryana.
From the information enumerated in the application, it is evident that Transferee Company is a Private Company originally incorporated under the provisions oi Companies Act, 19bb on 'burl October, 199U, witn Negistrar oI Companies, New Delhi under the name and style of "Ishu Finance and 1}1vestments Private Limited", GIN is U74899DL1990PTC041798. Further .1c company changed its name to Yuma Private Limited vide fresh certificate or incorporation dated 19th December, 2014 issued by the Registrar of Companies, NCT of Delhi 85 Haryana.
The Applicant Companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses, copy of :1;clited financial statement as on 31.03.2019 as well as certificates from i-ihitutory auditors certifying that the accounting treatment specified in the seheme is in compliance with the accounting standards prescribed by the _ entral Government under section 133 of the Companies Act, 2013.
The Board of Directors of the Applicant companies vide their separate meetings held on 16th November 2019 have approved the proposed Scheme Amalgamation and copy of resolution passed thereon have been placed on cord by the Applicant Companies.
The appointed date as specified in the Scheme is 31st March, 2019 subject No the directions of this Tribunal.
The Applicant companies in their Affidavits dated 15.12.2021 and (12.01.2022 have clearly stated that the present scheme in no way will impact iov pending investigation which will be decided on its own merits. It is also 'iterated by the Transferor company that no enquiry, inspection, ilivcstigation and prosecution is pending against the company under the Act o rid the company undertakes that in future if any demand arises from any Statutory Authorities like Municipal Corporation, Electricity Department, i [Iconic Tax Department etc. or any stakeholders that shall be repaid by the (2)111 pa ray with raising any objection. It is further reiterated by the Transferee company that the outstanding balance of Rs. 12,20,000/- of the unsecured creditor in the nature of securities deposit rent as on 16.11.2019 has been J(Ijusted against balance amount payable by DND Caterers, the unsecured creditor, at the time of leaving the office as on 30.10.2020.
Taking into consideration the application and documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the shareholders, Secured and Unsecured C rcclitors or dispensing with the same which are as follows: -
A. In relation to the Transferor Company: -
i. The meeting of shareholders is dispensed with as all the shareholders have given their consent through affidavit in favour of the scheme.
ii. The meeting of the Secured and Unsecured Creditors is also dispensed with because there are no Secured and Unsecured Creditor in the Company.
B. In relation to the Transferee Company: -
i. The meeting of shareholders is dispensed with as all the shareholders have given their consent through affidavit in favour of the scheme.
ii. The meeting of the Secured Creditors is also dispensed with because there is no Secured Creditor in the Company.
iii. The meeting of Unsecured Creditor is also dispensed with as the outstanding amount has been adjusted against with balance amount of DM) Caterers at the time of leaving the office as on 30.10.2020 and the ledger account of unsecured creditor showing the same is annexed with Affidavit dated 02.01.2022.
1 n view of the above, the present joint application stands allowed by dispensing with the meetings of shareholders and creditors of all the Petitioner companies.
The application stands allowed on the aforesaid terms. Let copy of the order be served to the parties.