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Judgment
Dr. Deepti Mukesh, J
This is an application jointly filed by the applicant companies herein, PJS Energy Private Limited, Adidev Coal Private Limited, Goodbridge
Construction Private Limited, Iskcon Industrial Consultancy Private Limited, S K Y Gases Private Limited, Iskcon Finance Company Private Limited,
AJ Energy Private Limitedjointly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read
with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation
(hereinafter referred to as the “SCHEMEâ€) proposed between the applicants.
An affidavit in support of the above application sworn by Mr. Sanjeev Kumar on behalf of all six Transferor Companies and Transferee Company
being the authorized representatives of the applicant companies, who have been authorized vide board resolution dated 20.01.2020for all the Applicant
companies. It is also represented that the registered office of all the applicant companies are under the domain of Registrar of Companies, NCT of
New Delhi & Haryana and within the territorial jurisdiction of this Tribunal.
The Transferor Company No. 1 is a private limited company incorporated under the provisions of Companies Act, 1956 vide CIN
U40108DL2010PTC201674 with Registrar of Companies, NCT of Delhi & Haryana under the name and style of “PJS Energy Private Limited â€.
The registered office of the company is situated at401 Mahavir Ji Complex LSC Rishab Vihar Delhi 110092. The Authorized Share Capital of the
Transferor Company is Rs. 1,00,000/- and the Paid-up Share Capital is Rs.1,00,000/-
The Transferor Company No.2 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U40104DL2010PTC201676 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “Adidev Coal Private Limitedâ€. The
registered office of the company is situated at 102, 1st Floor, Ajnara Tower Lsc Savita Vihar Delhi 110092. The Authorized Share Capital of the
Transferor Company No. 2 is Rs. 1,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/-
The Transferor Company No.3 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U45200DL2010PTCPTC195348with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “Goodbridge Construction
Private Limited â€. The registered office of the company is situated at Plot No. 3, Mahaveer Complex Rishab Jain Vihar Delhi 110092. The
Authorized Share Capital of the Transferor Company No. 3 is Rs. 25,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/-
The Transferor Company No.4 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U74140DL2009PTC195488 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “Iskcon Industrial Consultancy
Private Limitedâ€. The registered office of the company is situated at Plot No. 3, Mahaveerji Complex Lsc Rishab Vihar Delhi 110092. The
Authorized Share Capital of the Transferor Company No. 4 is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/-
The Transferor Company No.5 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U40200DL2012PTC233533 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “S K Y Gases Private Limitedâ€.
The registered office of the company is situated at401, Mahaveerji Complex Lsc, Rishabh Vihar Delhi 110092. The Authorized Share Capital of the
Transferor Company No. 5 is Rs. 1,00,000/- and the Paid-Up Share Capital is Rs. 1,02,000/-
The Transferor Company No.6 is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U65929DL2006PTCPTC148123with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “Iskcon Finance Company
Private Limitedâ€. The registered office of the company is situated at 401 Mahavir Ji Complex Lsc Rishab Vihar Delhi 110092. The Authorized Share
Capital of the Transferor Company No. 6 is Rs. 20,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/-
The Transferee Company is a private limited company, incorporated under the provisions of Companies Act, 1956 vide CIN
U40107DL2010PTCPTC198189with Registrar of Companies, NCT of Delhi & Haryana in the name and style of “AJ Energy Private
Limitedâ€.The registered office of the company is situated at Plot No. 3, Mahaveerji Complex Lsc Rishab Vihar Delhi 110092. The Authorized Share
Capital of the Transferor Company No. 7 is Rs. 5,00,000/- and the Paid-Up Share Capital is Rs. 1,00,000/-
The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia
delineating their object clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2019.
The Board of Directors of all six Applicant companies i.e. Transferor Companies and Transferee Company, have unanimously approved the
proposed Scheme of Amalgamation as contemplated above. Copies of resolutions dated 20.01.2020 passed in the said board meetings have been
placed on record.
It is stated that the Transferor Company No. 1 is having four Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and thirty Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is
annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are
no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, the Company
seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no consents are obtained from
unsecured creditors.
It is stated that the Transferor Company No. 2 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and fifteen Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is
annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are
no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, the Company
seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no consents are obtained from
unsecured creditors.
It is stated that the Transferor Company No. 3 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and five Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is
annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are
no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, all of them
have given their respective consents by way of affidavits which are annexed to the application and thus, seeks dispensing with holding/convening of
the meetings as consents are placed on record.
It is stated that the Transferor Company No. 4 is having four Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and twenty-seven Unsecured Creditors, Certificate from Chartered Accountants certifying list of
creditors is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record.
Since there are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured
Creditors,the Company seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no
consents are obtained from unsecured creditors.
It is stated that the Transferor Company No. 5 is having three Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and NIL Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is
annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are
no Secured Creditors and Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.
It is stated that the Transferor Company No. 6 is having five Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and nine Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is
annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there are
no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors, the Company
seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no consents are obtained from
unsecured creditors.
It is stated that the Transferor Company No. 7 is having four Shareholders, Certificate from Chartered Accountants certifying list of shareholders
is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented
that the Company has NIL Secured Creditors and forty-four Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors
is annexed. In relation to the shareholders, it seeks dispensing with holding/convening of the meetings as consents are placed on record. Since there
are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise. In relation to the Unsecured Creditors,the
Company seeks directions for convening and holding the meetings for the purpose of obtaining their approval to the Scheme, since no consents are
obtained from unsecured creditors.
The appointed date as specified in the Scheme is 01st April, 2019 subject to the directions of this Tribunal.
Taking into consideration the submissions and the 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 Creditors or dispensing with the same as well as issue of notices
including by way of paper publication as follows: -
A) In relation to the Transferor Company No 1:
(i) With respect to Equity shareholders:
In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
(ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
It is represented by the Transferor Company No. 1 that there are 30 unsecured creditors in the Company. Meeting of the unsecured Creditors be
convened on 16.01.2021 at 10:00 A.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting
shall be 10 in numbers.
B) In relation to the Transferor Company No 2:
(i) With respect to Equity shareholders:
In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
(ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
(iii) With respect to Unsecured Creditors:
It is represented by the Transferor Company No. 2 that there are 15 unsecured creditors in the Company. Meeting of the unsecured Creditors be
convened on 16.01.2021 at 11:030 A.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting
shall be 4 in numbers.
C) In relation to the Transferor Company No 3:
(i) With respect to Equity shareholders:
In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
(ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
In view of consent affidavits, from all the unsecured creditors having 100% voting share of the company, convening the meeting of unsecured
creditors is dispensed with.
D) In relation to the Transferor Company No 4:
i) With respect to Equity shareholders:
In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
It is represented by the Transferor Company No. 4 that there are 27 unsecured creditors in the Company. Meeting of the unsecured Creditors be
convened on 16.01.2021 at 01:00 P.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting shall
be 9 in numbers.
In relation to the Transferor Company No 5:
i) With respect to Equity shareholders:
In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
There are no Unsecured Creditors, therefore the necessity of convening and holding a meeting does not arise.
E) In relation to the Transferor Company No 6:
i) With respect to Equity shareholders:
In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
It is represented by the Transferor Company No. 6 that there are 9 unsecured creditors in the Company. Meeting of the unsecured Creditors be
convened on 16.01.2021 at 02:30 P.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting shall
be 3 in numbers.
F) In relation to the Transferor Company No 7:
i) With respect to Equity shareholders:
In view of consent affidavits, from all the equity shareholders having 100% voting share of the company, convening the meeting of
shareholders/members is dispensed with.
ii) With respect to Secured Creditors:
There are no Secured Creditors, therefore the necessity of convening and holding a meeting does not arise.
iii) With respect to Unsecured Creditors:
It is represented by the Transferor Company No. 7 that there are 44 unsecured creditors in the Company. Meeting of the unsecured Creditors be
convened on 16.01.2021 at 04:00 P.M. through video conferencing/ online instead physical/offline via CISCO Webex. The quorum of the meeting shall
be 15 in numbers.
Notice of this application shall also be served on the
i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003;
ii) Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019;
iii) Official Liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi-110001;
iv) Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Building, IP Estate,
New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN card numbers, ward numbers and assessing
officers so that timely and proper reply may be filed.
The application stands allowed on the aforesaid terms.