Atul Chaturvedi, Member (Technical)
1. This is a 1st Motion Petition jointly filed by the Applicant Companies seeking approval of this Tribunal about the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 in respect of the above Applicant Companies. It is represented that the registered office address of all the Applicant Companies is situated in New Delhi and therefore the subject matter of the said petition falls within the jurisdiction of this Tribunal. Ld. Counsel has given the brief description of the Applicant Companies, which are as follows:
i. The Applicant Company No. 1/Amalgamating Company No. 1 namely M/s. Basix Promoters Private Limited bearing U74899DL1994PTC061721 was incorporated on 23.09.1994, under the provisions of the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at Flat No. 1406 A, 14th Floor, Bldg No. 89, Hemkunt Chamber, Nehru Place, New Delhi - 110019. The Authorized Share Capital of the Company is Rs. 2,00,000/- divided into 20,000 equity shares with voting rights (FV Rs. 10/- per share), Issued Capital of the Company is Rs. 2,00,000/- divided into 20,000 Equity Shares without voting rights (FV Rs. 10/- per share), Subscribed Capital of the Company is Rs. 2,00,000/- divided into 20,000 Equity Shares without voting rights (FV Rs. 10/- per share), Paid up Capital of the company is Rs. 2,00,000/- divided into 20,000 Equity Shares without voting rights (FV Rs. 10/- per share).
ii. The Applicant Company No. 2 /Amalgamating Company No. 2 namely M/s. Singh Krafts Private Limited bearing U74899DL1994PTC061721 was incorporated on 16.01.1990, under the provisions of the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at Flat No. 1406 A, 14th Floor, Bldg No. 89, Hemkunt Chamber, Nehru Place, New Delhi - 110019. The Authorized Share Capital of the Company is Rs. 5,00,000/- divided into 50,000 equity shares with voting rights (FV Rs. 10/- per share), Issued Capital of the Company is Rs. 3,40,000/- divided into 34,000 Equity Shares with voting rights (FV Rs. 10/- per share), Subscribed Capital of the Company is Rs. 3,40,000/- divided into 34,000 Equity Shares with voting rights (FV Rs. 10/- per share), Paid up Capital of the company is Rs. 3,40,000/-divided into 34,000 Equity Shares with voting rights (FV Rs. 10/- per share).
iii. The Applicant Company No. 3/Amalgamating Company No. 3 namely M/s. Sanyukta Developers Private Limited bearing U45201DL2004PTC129628 was incorporated on 01.10.2004, under the provisions of the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at Flat No. 1406 A, 14th Floor, Bldg No. 89, Hemkunt Chamber, Nehru Place, New Delhi - 110019. The Authorized Share Capital of the Company is Rs. 3,00,00,000/-divided into 30,00,000 equity shares with voting rights (FV Rs. 10/- per share), Issued Capital of the Company is Rs. 1,86,70,000/- divided into 18,67,000 Equity Shares with voting rights (FV Rs. 10/- per share), Subscribed Capital of the Company is Rs. 1,86,70,000/- divided into 18,67,000 Equity Shares with voting rights (FV Rs. 10/- per share), Paid up Capital of the company is Rs. 1,86,70,000/- divided into 18,67,000 Equity Shares with voting rights (FV Rs. 10/- per share).
iv. The Applicant Company No. 4/Amalgamating Company No. 4 namely M/s. Kisab Promoters Private Limited bearing U70101DL2004PTC130993 was incorporated on 06.12.2004, under the provisions of the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at Flat No. 1406 A, 14th Floor, Bldg No. 89, Hemkunt Chamber, Nehru Place, New Delhi - 110019. The Authorized Share Capital of the Company is Rs. 20,00,000/- divided into 2,00,000 equity shares with voting rights (FV Rs. 10/- per share), Issued Capital of the Company is Rs. 18,25,820/- divided into 1,82,582 Equity Shares with voting rights (FV Rs. 10/- per share), Subscribed Capital of the Company is Rs. 18,25,820/- divided into 1,82,582 Equity Shares with voting rights (FV Rs. 10/- per share), Paid up Capital of the company is Rs. 18,25,820/- divided into 1,82,582 Equity Shares without voting rights (FV Rs. 10/- per share).
v. The Applicant Company No. 5/Amalgamated Company No.5 namely M/s. Wisdom Investments Private Limited bearing U67120DL2006PTC157031 was incorporated on 27.12.2006, under the provisions of the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of Applicant Company No. 1 is situated at Flat No. 1406 A, 14th Floor, Bldg No. 89, Hemkunt Chamber, Nehru Place, New Delhi - 110019. The Authorized Share Capital of the Company is Rs. 5,00,00,000/-divided into 50,00,000 equity shares with voting rights (FV Rs. 10/- per share), Issued Capital of the Company is Rs. 2,50,000/- divided into 25,000 Equity Shares without voting rights (FV Rs. 10/- per share), Subscribed Capital of the Company is Rs. 2,50,000/- divided into 25,000 Equity Shares without voting rights (FV Rs. 10/- per share), Paid up Capital of the company is Rs. 2,50,000/- divided into 25,000 Equity Shares without voting rights (FV Rs. 10/- per share).
2. The Affidavits in support of the present petition filed along with the petition have been sworn by Mr. Samir Bhargava the Director of Applicant Company 1/Amalgamating Company 1, Applicant Company 2/Amalgamating Company 2, Applicant Company 3/Amalgamating Company 3, Applicant Company 4/ Amalgamating Company 4 and Applicant Company 5/Amalgamated Company.
3. The Board of Directors of the Applicant No.1/Amalgamating Company No.1, Applicant No.2/Amalgamating Company No.2, Applicant No.3/Amalgamating Company No.3, Applicant No.4/Amalgamating Company No.4 and Applicant No.5/Amalgamated Company No.5 have unanimously approved the scheme of arrangement in its meetings held on 15.11.2023.
4. The Applicant Companies have filed its Memorandum and Articles of Association inter alia delineating their object clauses as well as the certified true copy of the latest audited annual accounts of the Applicant Companies for the financial year ended on 31st March 2023 as required under section 232(2)(e) of the Companies Act, 2013.
5. The appointed date as specified in the Scheme is 01.04.2024 or such other date as may be approved by the Tribunal.
6. The Applicant Companies have filed the true copy of the proposed Scheme of Arrangement and have outlined the benefit of the same, which are as follows:
i. Benefit shareholders and other stakeholders of the respective companies by consolidating and simplifying the group structure, business operations, provide optimal utilization of various resources and eliminating cross holdings within the group.
ii. Increase growth prospects, reduce overheads, administrative, managerial and other costs and expenditure and remove inefficiencies and bring operational rationalization and organizational efficiency; and result in improved shareholder value for the shareholders of the respective companies, thus providing a stronger and wider capital and financial base for future growth/expansion of the Applicant Company 3 / Amalgamated Company.
iii. Amalgamation will give the consolidated Company better finances, facilitate adequate resource mobilization to sustain growth.
iv. Strengthening and consolidating the position of the Amalgamated Company and enabling it post-merger to participate more vigorously and profitably in an increasingly competitive and liberalized market.
v. Enabling better leverage of facilities, infrastructure and human resources and for better administration.
vi. The amalgamation will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Amalgamating Company and the Amalgamated Company and also avoid duplication of administrative functions and eliminate multiple record-keeping.
vii. The said Scheme is beneficial to the Applicant Companies, their shareholders, creditors, employees and all concerned and will enable these Companies to achieve and fulfil their objectives more efficiently and economically.
7. The applicant companies in its affidavit dated 24.01.2024 affirmed that no investigation under Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of Section 235 to 251 of the Companies Act, 1956 or any other proceedings under the Companies Act, 2013 and/or the Companies Act, 1956 and/or the Insolvency and Bankruptcy Code, 2016 or any other applicable law/statute in force are pending against the Applicant Companies.
8. It has been stated that the Applicant Company No. 1/Amalgamating Company No.1 has 5 Equity Shareholders and all the Equity Shareholders (representing 100% of the Issued, Subscribed and Paid up Share Capital of the Applicant Company 1/Amalgamating Company 1, have conveyed their No-Objection/consent to the implementation of the proposed Scheme. Certificate from Company Secretary certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Applicant No.1/Amalgamating Company No.1 have 1 Unsecured Creditors and nil secured Creditors and existing Unsecured Creditor has conveyed its No-Objection/ consent to the implementation of the proposed Scheme therefore, the necessity of convening/holding a meeting does not arise.
9. It has been stated that the Applicant Company No. 2/Amalgamating Company No.2 has 4 Equity Shareholders and all the Equity Shareholders (representing 100% of the Issued, Subscribed and Paid up Share Capital of the Applicant Company 2/Amalgamating Company 2, have conveyed their No-Objection/consent to the implementation of the proposed Scheme. Certificate from Company Secretary certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Applicant No.2/Amalgamating Company No.2 have 1 Unsecured Creditors and nil secured Creditors and existing Unsecured Creditor has conveyed its No-Objection/ consent to the implementation of the proposed Scheme therefore, the necessity of convening/holding a meeting does not arise.
10. It has been stated that the Applicant Company No. 3/Amalgamating Company No.3 has 9 Equity Shareholders and all the Equity Shareholders (representing 100% of the Issued, Subscribed and Paid up Share Capital of the Applicant Company 3/Amalgamating Company 3, have conveyed their No-Objection/consent to the implementation of the proposed Scheme. Certificate from Company Secretary certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Applicant No.3/Amalgamating Company No.3 have 2 Unsecured Creditors and nil secured Creditors and existing Unsecured Creditors have conveyed their No-Objection/ consent to the implementation of the proposed Scheme therefore, the necessity of convening/holding a meeting does not arise.
11. It has been stated that the Applicant Company No. 4/Amalgamating Company No.4 has 5 Equity Shareholders and all the Equity Shareholders (representing 100% of the Issued, Subscribed and Paid up Share Capital of the Applicant Company 3/Amalgamating Company 3, have conveyed their No-Objection/consent to the implementation of the proposed Scheme. Certificate from Company Secretary certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Applicant No.4/Amalgamating Company No.4 have 2 Unsecured Creditors and nil secured Creditors and existing Unsecured Creditor has conveyed its No-Objection/ consent to the implementation of the proposed Scheme therefore, the necessity of convening/holding a meeting does not arise.
12. It has been stated that the Applicant Company No. 5/Amalgamated Company No.4 has 5 Equity Shareholders and all the Equity Shareholders (representing 100% of the Issued, Subscribed and Paid up Share Capital of the Applicant Company 5/Amalgamating Company 5, have conveyed their No-Objection/consent to the implementation of the proposed Scheme. Certificate from Company Secretary certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Applicant No.5/Amalgamated Company No.5 have 1 Unsecured Creditors and nil secured Creditors, have conveyed their No-Objection/ consent to the implementation of the proposed Scheme therefore, the necessity of convening/holding a meeting does not arise.
13. The Applicant Companies have further placed on record the certificate of statutory auditors regarding conformity of accounting treatment in the scheme is in consonance with Section 133 of the Companies Act, 2013.
14. Having heard the submissions made by Ld. Counsel and having perused the records as well as the documents placed on record, we allow the prayer for the dispensation from convening and holding of the meetings of the Equity Shareholders of the Applicant Companies.
15. Since the Equity Shareholders of the Applicant Companies have given their consent to the proposed scheme of Arrangement, we direct that the meetings of the Equity Shareholders of the Applicant Companies be dispensed with.
16. Since the Unsecured Creditors of the Applicant Company 1/ Amalgamating Company 1, Applicant Company 2/ Amalgamating Company 2, Applicant Company 3/ Amalgamating Company 3, Applicant Company 4/ Amalgamating Company 4 into Applicant Company 5/ Amalgamated Company have given their consent to the proposed scheme of Arrangement, we direct that the meetings of the Unsecured Creditors of the Applicant Companies be dispensed with.
17. Since there are no secured Applicant Company 1/ Amalgamating Company 1, Applicant Company 2/ Amalgamating Company 2, Applicant Company 3/ Amalgamating Company 3, Applicant Company 4/ Amalgamating Company 4 into Applicant Company 5/ Amalgamated Company, hence, the question of convening meetings of the secured creditors of the Applicant Companies does not arise.
18. The prayer sought in the present petition bearing CA.CAA-22(ND)/2024 stands allowed on the aforesaid term and is accordingly disposed of.
19. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicant Companies.
20. Let copy of the order be served to all the parties.
