Minda Tg Rubber Private Limited vs Their Respective Shareholders And Creditors

L. N. Gupta, Member (T)

Under consideration is the Application No. C.A.(CAA)118/ND/2021 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to dispense with convening and holding the meeting of Shareholders and Creditors in relation to the Transferor Company for approval of the 'Scheme of Amalgamation' (hereinafter called as 'Scheme') which shall take effect from the Appointed Date of 01.04.2022.

That Minda TG Rubber Private Limited (hereinafter referred to as the "Transferor Company"), having CIN U29253DL2015PTC275475 is a private limited company incorporated under the Companies Act, 2013 on 14.01.2015. The registered office of the Transferor Company is situated at B64/1, Wazirpur Industrial Area, New Delhi-110052.

The authorised share capital of the Transferor company is Rs.51,63,45,060/-(Rupees Fifty-One Crore Sixty-Three Lakh Forty-Five Thousand and Sixty only) which is divided into 5,16,34,506 Equity Share of Rs.10/- each. The issued, subscribed and paid-up Share Capital of the Transferor company is Rs.51,63,45,060/- (Rupees Fifty-One Crore SixtyThree Lakh Forty-Five Thousand and Sixty only), which is divided into 5,16,34,506 equity shares of Rs.10/- each.

That Toyoda Gosei Minda India Private Limited (hereinafter referred to as the "Transferee Company") having CIN U28111RJ2008PTC026385 is a  company  incorporated  under  the  Erstwhile  Companies  Act, 1956  on 17.04.2008. The company was initially incorporated under the name and  style of 'Toyda Gosei India Private Limited', with Registrar of Companies, Rajasthan. The name of the company was changed to 'Toyoda Gosei Mindia India Private Limited' on 29.11.2011 and a fresh certificate of incorporation dated 29.11.2011  was  issued.  The  same  is  annexed with  the  present application. The registered office of the Transferee Company is situated at Plot No. SP2-30 & 31, RIICO Industrial Area, Majrakath Area, Neemrana, Rajasthan - 301705.

The   authorised   share   capital   of   the   Transferee   company   is Rs.5,10,00,00,000/- (Rupees Five Hundred Ten Crores) which is divided into 51,00,0,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid-up Share Capital of the Transferee company is Rs.5,10,00,00,000/- (Rupees Five Hundred Ten Crores) which is divided into 51,00,0,000 Equity Shares of Rs.10/- each.

That the present Petition has been filed by the Transferor Company (hereinafter referred to as the 'Applicant Company') through and by Mr. Ravi Shankar Gupta, who is the Managing Director of the Applicant Company and has been authorised vide Board Resolution dated 28.04.2021. That the Registered office of the Transferor Company is in Delhi and therefore, the jurisdiction for filing the present application in respect of the Transferor Company lies with this Bench. The registered office of Transferee Company is in Rajasthan which falls under the jurisdiction of Hon'ble, NCLT Jaipur.

Hence, appropriate application shall be filed accordingly. The direction passed  vide  this  order  shall  be  confined  to  the  Applicant/Transferor Company only.

It is seen from the records that the Board of Directors of the Applicant Company vide their board meeting held through VC on 28.04.2021 (Pg.182-148) have approved the proposed 'Scheme of Amalgamation'.

It is stated by the Applicant Company that the aforesaid Scheme of Amalgamation will result in the following advantages:

a)  Achieving business and administrative synergies.

b)  Consolidation   and   simplification   of   the   shareholding 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"

It is further stated that upon the scheme becoming effective, the transferee company shall without any further application, act or deed, issue and allot fully paid-up equity shares to the shareholders of the Transferor Company as on the Record Date in the following manner:

"100 (One Hundred) fully paid up Equity Shares of Toyoda Gosei Minda India Private Limited of the face value of Rs.10/-(Rupees Ten each) against 156 (One Hundred and Fifty Six) fully paid up Equity Shares of the face value of Rs.10 (Rupees Ten) of Minda TG Rubber Private Limited."

That the Applicant Company has also placed on record the latest audited Financial Statement for the Financial Year 31st March 2021 (Pg. 139-181) and the Certificate from the Statutory Auditors conforming that their Accounting Standards are in conformity with the provision of Section 133 of the Companies Act 2013.

That the Applicant Company has filed affidavit in compliance of Section 230(2)(a) of Companies Act, 2013 by stating that there is no investigation and proceeding pending against the Applicant/Transferor Company.

That  the  position  regarding  the  Applicant  Company's  no. of Shareholders   and   Creditors   and   their   Consent   through   Affidavits is summarised below :

Company

No. of

Equity

Share

holder

s

Percentage

of

Shareholde

rs given

Consent

(in value)

No. of

secured

Creditors

Percentage

of secured

Creditors

given

Consent

No. of

Unsecured

Creditors

Percentage

of

Unsecured

Creditors

given

consent

Minda TG

Rubber

Pvt. Ltd.

(Applicant

Company)

2

100%

NIL

N.A.

109

25 in number

90.72%

(in value)

That the 100% Equity shareholders of the Applicant Company have given 'No Objection' to the Scheme on respective Affidavits (Page 185-194). Therefore, the requirement of convening the Meetings of Shareholders in respect of the Applicant Company is dispensed with.

Since  there  are  no  preference  shareholders  in  the  Applicant Company, therefore, the requirement of convening their meeting does not arise.

Since there are no Secured Creditors in the Applicant Company, therefore, the requirement of convening or holding their meeting does not arise.

It is submitted that there are 109 Unsecured Creditors in the Applicant Company, against which 25 Unsecured Creditors in number holding 90.72% in value of debt have given their consent to the Scheme on respective affidavits. Therefore, the requirement of convening the Meetings of Unsecured Creditors in respect of the Applicant Company is dispensed with.

The Application is allowed in terms of above order in respect of the Transferor/ Applicant Company only.