Tribunals and CommissionsDivision Bench(2021) 12 NCLT CK 0078

NAM Estates Private Limited vs Registrar of Companies

National Company Law Tribunal · Decided on 23 December 2021

HON’BLE JUDGES
Harnam Singh Thakur, Member (J) · Subrata Kumar Dash, Member (T)
RESULT
Disposed Of
CASE NUMBER
C.A.(CAA) 35/2021

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Judgment

43 paragraphs · 552 words

Sr.

No.",Company,"Class            Â

of

Shareholders",Class of Creditors,

1,"Amalgamated

Company/Transfere e

Company","1,85,972Â Â Equity Shareholders","54

Secured

Creditors","1Â Unsecured

Creditor

Particulars,"Amount in

Rupees",,,

Authorised Share Capital,,,,

75,00,00,000 Equity shares of Rs. 2/- each","150,00,00,000",,,

36,40,00,000 Preference Shares of Rs. 10/- each","364,00,00,000",,,

TOTAL,"514,00,00,000",,,

Issued,  Subscribed and Paid-up Share Capital",,,,

45,46,63,876 Equity shares Rs. 2/- each","90,93,27,752",,,

TOTAL,"90,93,27,752",,,

XIV. Voting shall be allowed on the “Scheme†in person or through electronic means as may be applicable to the Amalgamated Company/,,,,

Transferee Company/Applicant Company under the Act  and the Rules framed thereunder.,,,,

XV. The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA-4, as per Rule 14 of the Companies (Compromises,Â",,,,

Arrangements and Amalgamations)  Rules, 2016 within 7 (seven) days of the conclusion of the meeting. He would be fully assisted by the authorized",,,,

representative/Company  Secretary of the Transferee Company and the Scrutinizer, who will  assist the Hon’ble Chairperson and AlternateÂ",,,,

Chairperson in  preparing and finalizing the report.,,,,

XVI. The Transferee Company shall individually and in compliance of sub- section (5) of Section 230 of the Act and Rule 8 of Companies (Compromises,",,,,

Arrangements and Amalgamations) Rules, 2016 Â send notices in Form No. CAA-3 along with copy of the Scheme, Explanatory Statement and the disclosures",,,,

mentioned in Rule 6 of the “Rules†to (i) Central Government through the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii)",,,,

Registrar of Companies, NCT of Delhi & Haryana (iii) Official Liquidator; (iv) Income Tax Department through the Nodal Officer â€" Principal Commissioner of Income",,,,

Tax, NWR, Aayakar Bhawan, Sector 17-E, Chandigarh by mentioning the PAN number of the Applicant Companies; (v) Securities Exchange Board of India (SEBI)",,,,

(vi) National Stock Exchange Board (NSE); (vii) Bombay Stock Exchange Board (BSE) and such other Sectoral Regulator(s) governing the business of the Transferee,,,,

Companies, if any, stating that representation, if any, to be made by them shall be sent to the Tribunal within a period of 30 days from the date of receipt of such",,,,

notice and copy of such representation shall be simultaneously sent to the concerned companies, failing which it shall be presumed that they have no objection to",,,,

the proposed Scheme.,,,,

XVII. The Transferee Company shall furnish a copy of the Scheme free of charge within one day of any requisition for the Scheme made by any creditor or,,,,

member/shareholder entitled to attend the meeting as aforesaid.,,,,

XVIII. The authorized representative of the Transferee Company shall furnish affidavit of service of notice of meeting and publication of advertisement and,,,,

compliance of all directions contained herein at least a week before the proposed meeting.,,,,

XIX. All the aforesaid directions are to be complied with strictly in accordance with the applicable laws including forms and formats contained in the Rules as well as,,,,

the provisions of the Companies Act, 2013 by the Transferor Company.",,,,

XX. With the aforesaid directions, this First Motion Petition stands disposed of. A copy of this order be supplied to the learned counsel for the Applicant Companies",,,,

who in turn shall supply copy of the same to the Chairperson, Alternate Chairperson and the Scrutinizer immediately.",,,,

A copy of this order be supplied to the learned counsel for the Applicant Company immediately.,,,,