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Judgment
The Court convened through video conferencing today.
Learned Counsel for the Transferor Company 1, the Transferor Company 2 and the Transferee Company (collectively referred to as "Applicant Companies") states that the present Scheme is a Scheme of Amalgamation of Rammit Corporate Solutions Private Limited and Prija Trading Private Limited with Industele Property Private Limited and their respective shareholders under sections 230 to 232 of the Companies Act, 2013 ('Scheme').
Ld. Counsel for the Applicant Companies states that the Board of Directors of the Transferor Company 1, the Transferor Company 2 and the Transferee Company in their respective meetings conducted on November 4, 2020 has approved the Scheme. The Appointed Date fixed under the Scheme is October 1, 2020.
Learned Counsel for the Applicant Companies further submits that the Transferor Company 2 is a wholly owned subsidiary of the Transferor Company 1.
The proposed amalgamation in the Scheme of Amalgamation of Rammit Corporate Solutions Private Limited and Prija Trading Private Limited with Industele Property Private Limited and their respective shareholders under sections 230 to 232 of the Companies Act, 2013 ('Scheme') will result in consolidation of businesses, simplification of group structure by elimination of multiple entities and to achieve greater administrative efficiency, elimination of multiple record keeping, thus resulting in reduced expenditure and significant reduction in the multiplicity of regulatory compliances. The Scheme would also result in improved organizational capability and leadership.
Learned Counsel for the Applicant Companies further submits that the Transferor Company 1 was incorporated with the objects of carrying on the business of Management, Financial and Accounting Consultant in relation to Construction activities.
The Transferor Company 2 was incorporated with the objects of dealing in Goods, Commodities and merchandise as Traders, General Merchants, Buying and Selling agents, Brokers, Distributors and Indenting agents.
The Transferee Company was incorporated with the objects of carrying on the business of Developing and Construction of residential or Commercial Complex.
The Ld. Counsel for the Applicant Companies states that there are 2 Equity Shareholders in the First Applicant Company. The convening and holding the meeting of the Equity Shareholders of the First Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 2 (two) Equity Shareholders as annexed as Annexure - 'G2' & 'G3' to the joint application.
The Ld. Counsel for the Applicant Companies states that there are 2 Equity Shareholders in the Second Applicant Company. The convening and holding the meeting of the Equity Shareholders of the Second Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 2 (two) Equity Shareholders as annexed as Annexure - 'H2' & 'H3' to the joint application.
The Ld. Counsel for the Applicant Companies states that there are 2 Equity Shareholders in the Third Applicant Company. The convening and holding the meeting of the Equity Shareholders of the Third Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 2 (two) Equity Shareholders as annexed as Annexure - 'I2' & 'I3' to the joint application.
Ld. Counsel for the Applicant Companies submits that there are no Secured Creditors as mentioned in Para 27 of the joint application. Thus, the question of issuing notice and convening meeting of Secured Creditors of the Applicant Companies does not arise.
The Ld. Counsel for the Applicant Companies states that there are 3 Unsecure Creditors in the First Applicant Company. The convening and holding the meeting of the Unsecured Creditors of the First Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 3 (three) Unsecured Creditors as annexed as Annexure - 'J2', 'J3'& 'J4' to the joint application.
The Ld. Counsel for the Applicant Companies states that there are 2 Unsecure Creditors in the Second Applicant Company. The convening and holding the meeting of the Unsecured Creditors of the Second Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 2 (two) Unsecured Creditors as annexed as Annexure - 'K2' & 'K3' to the joint application.
The Ld. Counsel for the Applicant Companies states that there is 1 Unsecure Creditor in the Third Applicant Company the convening and holding the meeting of the Unsecured Creditors of the Third Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed amalgamation embodied in the Scheme be dispensed with in view of the consent affidavits given by 1 (one) Unsecured Creditor as annexed as Annexure - 'L2' to the joint application.
The Applicant Companies shall serve notice along with copy of Scheme in the prescribed form on:
i) Central Government, through Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai;
ii) Registrar of Companies, Maharashtra, Mumbai; and
iii) The Income Tax Authorities within whose jurisdiction the Applicant Companies are assessed to tax, clearly indicating the PAN of the Applicant Company concerned, i.e., for Transferor Company 1: PAN- AADCN9364N, having address at Ward 13(1)(1), Aayakar Bhawan, Mumbai and for Transferor Company 2: PAN-AAECB8630Q, having address at 12(1)(1), Aayakar Bhawan, Mumbai and for Transferee Company: PAN-AAFCI8084G, having address at Ward 4(2)(1), Aayakar Bhawan, Mumbai.
Pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such Authorities within a period of thirty days from the date of receipt of such notice, it will be presumed that such authorities have no objection to the Scheme.
Annexed hereto marked as Exhibit A is a copy summarized for ready reference.
The Transferor Companies are also directed to serve intimations of the Scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. S.R. Hegde & Co., Address: Seksari Chambers, 4th Floor, 139, Nagindas Master Road, Fort, Mumbai, Contact: 9820098555, Email: hegde9820098555@gmail.com, Chartered Accountant, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its representation/report to the Tribunal. The aforesaid Companies to pay fees of Rs. 1,00,000/- for this purpose. If no representation/response is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Applicant Companies to file an affidavit of service within 10 working days after serving to notice to all the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.