AI Structured Summary
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Judgment
Authorised Share Capital,
Particulars,Amount (Rs.)
30,00,000 Equity Shares of Rs.10 each","3,00,00,000
Total:,"3,00,00,000
Issued, Subscribed and Paid-up Share Capital",
Particulars,Amount (Rs.)
19,89,804 Equity Shares of Rs.10 each","1,98,98,040
Total:,"1,98,98,040
dispensing with the meetings of the Shareholders, Debenture holders, Secured Creditors and Unsecured Creditors of the Transferee Company in view",
of the consents given by the concerned stakeholders.,
Learned Counsel for the Applicant Company submitted that the Transferee Company is a closely held private limited company. It is stated that the,
Applicant Transferee Company has 6 (six) Equity Shareholders as per the list attached at Annexure A-1/7 (Page No. 126). Out of the six,
Shareholders, 17,93,768 shares are held by Shri Manjit Rajain, 5,000 shares are held by Shri Angad Rajain, 1,90,719 shares are held by Belgrave",
Investment Fund, 217 shares are held by Shri David Leon Shelly, 85 shares are held by Shri Simon Peter Knight and 15 shares are held by Smt",
Enasiobo Biodomo O’Brien. Out of the aforesaid 6 Equity Shareholders, Consent Affidavits from 2 Equity Shareholders holding 17,98,768 Equity",
Shares constituting over 90.40% of the total paid up share capital of the Company has been filed for the proposed Scheme of Amalgamation and for,
dispensation of meetings of Shareholders. The consents/no objection by way of affidavits are from pages 127 to 132 of the Paper Book.,
Learned Counsel for the Applicant Company further submits that the Transferee Company has also issued 600 Non- Convertible Debentures. It is,
further submitted that the Applicant Transferee Company has 2 (two) Debenture holders, as per the list attached at Annexure A-1/8 (Page No. 133).",
Out of the two Debenture holders, 375 Debentures are held by BPEA India Credit Investments Trust II and 225 Debentures are held by BPEA",
Credit India Fund IIA. Both the Debenture holders have given their consents/no objection to the Scheme by way of Affidavits and for dispensation of,
meetings of Debenture holders. The consents/no objection by way of affidavits are from pages 134 to 145 of the Paper Book.,
As per the certificate of M/s K R C & Co., the Chartered Accountants (Annexure A-1/9), (Page No. 146 to 147), the Transferee Company has 3",
(three) Secured Creditors as on 31.12.2020 namely Yes Bank Ltd, Indusind Bank Ltd and HDFC Bank. Out of 3 Secured Creditors, Consent",
Affidavits from 2 Secured Creditors for an aggregate amount of Rs.26,65,46,624 and constituting over 99.13% of the total value of the Secured",
Creditors have been obtained for the proposed Scheme of Amalgamation and for dispensation of meeting of Secured Creditors. Yes Bank Ltd,",
Secured creditor has given its consent by way of affidavit of Shri Ritesh Garg, Authorised Signatory who has been authorized vide Letter of",
Authorization dated 26th March, 2021; and IndusInd Bank Ltd, Secured creditor has given its consent by way of affidavit of Smt Pallavi Srivastava,",
Authorised Signatory who have been authorized vide Power of Attorney dated 11th February, 2021.",
Further, as per the certificate of M/s K R C & Co., the Chartered Accountants (Annexure A-1/10), (Page No. 158 to 163), the Transferee",
Company has 134 (one hundred thirty four) Unsecured Creditors as on 31.12.2020. Out of 134 Unsecured Creditors, Consent Affidavits from 16",
Unsecured Creditors for an aggregate amount of Rs.10,23,75,864 and constituting over 91.95% of the total value of the Unsecured Creditors have",
been obtained for the proposed Scheme of Amalgamation and for dispensation of meetings of Unsecured Creditors. Peregrine Gaurding Pvt Ltd,",
Unsecured creditor has given its consent by way of affidavit of Shri Rakesh Tripathi, Director who have been authorized vide Board Resolution dated",
1st March, 2021, Roto Power Projects Pvt Ltd, Unsecured creditor has given its consent by way of affidavit of Shri Jagdish Kumar, Director who",
have been authorized vide Board Resolution dated 1st March, 2021, M/s Green Clean Services, Unsecured creditor has given its consent by way of",
affidavit of Shri Ramalingam, Partner, M/s Excel Sales and Supplies, Unsecured creditor has given its consent by way of affidavit of Shri Ajay Kumar",
Gupta, Proprietor, M/s 3RP Business Solutions, Unsecured creditor has given its consent by way of affidavit of Shri Pramod Singh, Proprietor, M/s",
Sima Solutions, Unsecured creditor has given its consent by way of affidavit of Shri Venkata Madhu Kumar D V, Proprietor, Niparo Trading Pvt Ltd,",
Unsecured creditor has given its consent by way of affidavit of Shri Nikunj Shah, Director who have been authorized vide Board Resolution dated 1st",
March, 2021, M/s Sapp Enterprises, Unsecured creditor has given its consent by way of affidavit of Shri Pradeep, Proprietor, Roots Multiclean Ltd,",
Unsecured creditor has given its consent by way of affidavit of Shri R. Varun Karthikeyan, Managing Director who have been authorized vide Board",
Resolution dated 29th March, 2014, M/s Global Equipments, Unsecured creditor has given its consent by way of affidavit of Shri Chandrashekhar S,",
Proprietor, M/s Human Resource Services, Unsecured creditor has given its consent by way of affidavit of Shri Channabasappa Rader, Proprietor,",
Karcher Cleaning Systems Pvt Ltd, Unsecured creditor has given its consent by way of affidavit of Shri Rahul Kejriwal, Authorised Signatory who",
have been authorized vide Board Resolution dated 10th December, 2019, Charnock Equipments Pvt Ltd, Unsecured creditor has given its consent by",
way of affidavit of Shri Vedant Matta, General Manager who have been authorized vide Board Resolution dated 9th March, 2021, M/s Ludhiana",
Militry Store, Unsecured creditor has given its consent by way of affidavit of Shri Nipun Bansal, Proprietor, M/s Nagooran Travels, Unsecured",
creditor has given its consent by way of affidavit of Shri Nagappan, Proprietor and Soteria Command Center Pvt Ltd, Unsecured creditor has given its",
consent by way of affidavit of Shri Praveen Joon, Director who have been authorized vide Board Resolution dated 11th March, 2021. As per the",
certificate of Chartered Accountant and attached list, the amount of Unsecured debt is Rs. 11,13,39,355/- only.",
We have heard the learned counsel for the Applicant Company and have perused the records and the supporting documents/papers filed along,
with the ""Scheme"" contemplated between the Applicant and Non-Applicant Companies.",
The rationale for the “Scheme†is stated as below:,
a. The Transferor Companies No. 2 & 3 are Wholly Owned Subsidiaries of the Transferee Company. The Transferor Company No. 1 is a subsidiary of the,
Transferee Company to the extent of over 99.95%. The proposed amalgamation of the Transferor Companies with the Transferee Company would result in,
business synergy, consolidation of Subsidiary Companies with their Parent/Holding Company and pooling of their resources into a single entity which would",
facilitate in exploiting the significant potential for growth.,
b. The proposed Amalgamation would result in optimising and leveraging existing resources of these Companies for the most beneficial utilization of these factors,
in the combined entity. It would be advantageous to combine the activities and operations of all these Companies in a single entity and building strong,
capability to effectively meet future challenges in competitive business environment.,
c. The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction",
in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. The proposed Scheme",
will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall",
growth.,
d. The amalgamation will result in significant reduction in multiplicity of legal and regulatory compliances which at present is required to be made separately by,
the Transferor Companies and the Transferee Company.,
e. Greater efficiency in cash management of the Transferee Company and unfettered access to cash flow generated by the combined business which can be,
deployed more efficiently to fund organic and inorganic growth opportunities. The proposed amalgamation would enhance the shareholders’ value of the,
Transferor and the Transferee Companies.,
f. The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their shareholders, employees and other",
stakeholders and all concerned.,
The learned counsel also submitted that since the Transferor Companies No. 2 & 3 are wholly owned subsidiaries of the Transferee Company, no",
new share will be issued by the Transferee Company pursuant to the Amalgamation of the Transferor Companies No. 2 & 3 with the Transferee,
Company. However, valuation exercise has been carried out to determine the share exchange ratio for the proposed Scheme of Amalgamation to",
enable the Transferee Company to issue shares to the Shareholders of the Transferor Company No. 1. The valuation report of Mr Sandeep Kumar,
Agrawal, a Chartered Accountant and the Registered Valuer in respect of Securities or Financial Assets registered with the Insolvency and",
Bankruptcy Board of India (IBBI), has also been annexed as Annexure A-5 (Page No. 403 to 415). The following Share Exchange Ratio has been",
proposed in the aforesaid report:,
a. The Transferee Company will issue 348 (three hundred and forty-eight) Equity Shares of Rs.10 each, credited as fully paid up, for every 10 (ten) Equity Shares",
of Rs.100 each held in the Transferor Company No. 1-Roto Power Projects Pvt Ltd.,
The Learned Counsel for the Applicant Company has also represented that the Applicant Company, has filed its Audited Financial Statements as",
on 31.03.2020, as Annexures A-1/2. Further, the latest financial position of the Applicant Company is reflected in the Un-audited Financial Statements",
(Provisional) for the period ended 31.12.2020 which is attached with the Application as Annexure A-1/3 of the paper book.,
Further, it is represented that Certificates from the respective Statutory Auditors of Non-Applicant Transferor Companies No. 1 to 3 and the",
Applicant Transferee Company have been filed at Annexure A-7 (colly), stating that the accounting treatment as per the Scheme is in accordance",
with requirements of Section 133 of the Companies Act, 2013 and Generally Accepted Accounting Principles (GAAP) in India, as the case may be.",
It could be seen that the Transferor Companies No. 2 & 3 are wholly owned subsidiaries of the Transferee Company. The Transferor Company,
No. 1 is a subsidiary of the Transferee Company to the extent of over 99.95%. Whereas the Transferee Company is a closely held private limited,
company.,
Learned Counsel for the Applicant Company also referred to para 22 of the Application, wherein it is stated that there is no other regulatory",
authority in respect of any of the companies except as stated in the Application. It is also stated that no approval of Competition Commission of India,
is required for the present Scheme. It is further mentioned that none of the Companies are regulated or governed by RBI, SEBI, CCI or any other",
sectoral regulator.,
In view of the aforesaid discussion, the meetings of Shareholders, Debenture holders, Secured Creditors and Unsecured Creditors of the Sole",
Applicant/Transferee Company are dispensed with. The Applicant Transferee Company can be granted exemption from holding the meetings in,
respect thereof and therefore, it would be appropriate to dispense with the said meetings in view of the consent affidavits of the Shareholders,",
Debenture holders, Secured Creditors and Unsecured Creditors of the Sole Applicant/Transferee Company. However, Rule 8 of the Rules requires",
the notice of the meetings to be sent to the statutory authorities in Form CAA 3. Since the calling and convening of the meetings are being dispensed,
with, the Applicant shall have to make a specific prayer while moving the second motion petition to issue the notice to the Statutory Authorities.",
In view of the above, the First Motion Application stands allowed giving liberty to the Applicant Company to file Second Motion Petition with a",
direction that the Applicant Company shall make specific prayer for sending notices to (a) the Central Government through the office of the Regional,
Director, Northern Region, Ministry of Corporate Affairs, New Delhi; (b) the Registrar of Companies, Delhi and Haryana, New Delhi; and (c) the",
Income Tax Department by disclosing the PAN of the Company in the title, of the Second Motion Petition so as to provide the proper opportunity to",
the Income Tax Department to respond and also filing an affidavit that there is no other Sectoral Regulator in respect of the Applicant Company.,