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In the Matter of: M/s. Real Alloy Extruders Private Limited & Others


Company & Directors' Information:- REAL ALLOY EXTRUDERS PRIVATE LIMITED [Amalgamated] CIN = U27100TN2007PTC062017

Company & Directors' Information:- M. P. ALLOY PRIVATE LIMITED [Strike Off] CIN = U28111UP1995PTC018405

Company & Directors' Information:- B D K ALLOY PRIVATE LIMITED [Amalgamated] CIN = U27106KA1973PTC002355

Company & Directors' Information:- REAL-T PRIVATE LIMITED [Active] CIN = U70109MH2007PTC172681

    CPs. Nos. 15 & 16/CAA of 2019 In CAs. Nos. 118 & 119/CAA of 2018

    Decided On, 11 March 2019

    At, National Company Law Tribunal Chennai

    By, THE HONOURABLE MR. CH. MOHD SHARIEF TARIQ
    By, JUDICIAL MEMBER

    For the Appearing Parties: Pawan Jhabakh, Advocate.



Judgment Text

1. Under consideration are two Company Petitions i.e., CP/15 & 16/CAA/2019 filed under Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. As per the Scheme of Amalgamation (in Short, `Scheme’), M/s. Real Alloy Extruders Private Limited (hereafter referred to as ‘Transferor Company’) is proposed to be merged, amalgamated and vested with M/s. Meloy Metals Private Limited (hereafter referred to as ‘Transferee Company’) as a going concern.

2. The Transferor Company is a Private Limited Company, having its Registered Office at S-14, Mahaveer Chambers, 103, Nainiappan Naicken Street, Park Town, Chennai - 600003. The Transferor Company is engaged in the business of manufacturing of Lead Metal and Lead Alloys. The details of the main objects are set out in Clause III of the Memorandum of Association of the Transferor Company. The Transferee Company is a Private Limited Company, having its Registered Office at 4th Floor, KRM Centre, #2, Harrington Road, Chetpet, Chennai - 600031. The Transferee Company is engaged in the business of manufacturing of Lead Metal and Lead Alloys. The details of the main objects are set out in Clause III of the Memorandum of Association of the Transferee Company. The Board of Directors of the Transferor and Transferee Companies have approved the Scheme of Amalgamation, vide their Resolution(s) dated 11.01.2018.

3. This Bench vide Order dated 05.07,2018, in CAs/118 & 119/CAA/2018 dispensed with the convening and holding of the meeting of the Equity Shareholders and Secured/Unsecured Creditors of the Transferor Company and the Transferee Company. The Petitioner Companies have complied with all the Orders passed by this Bench.

4. The Counsel appearing for the Petitioner Companies submitted the reasons and circumstances leading to and justifying the proposed Scheme of Amalgamation, which will enable consolidation of the business of the two entities into one entity which will facilitate in focused growth, operational efficiency, integration synergies and better supervision of the business of the group. It will also reduce layers of shareholdings wherein the present shareholder would on amalgamation hold the business of the Transferor and Transferee Companies through one entity. He further submitted that the amalgamation would facilitate scaling of operations, reduce administrative costs and garner greater visibility in the market. He has further submitted that no proceedings are pending against the Companies under Sections 235 to 251 of the Companies Act, 1956 or corresponding Sections 206 to 229 of the Companies Act, 2013.

5. The Regional Director, Southern Region (In short, ‘RD’) in the Affidavit dated 20.11.2018 submitted that Clause 6, Part II of the Scheme provide for the protection of the interest of the employees/worker of the Transferor Company. It has further been submitted that as per the report of the RoC, Chennai, the Transferor and Transferee Companies are regular in filing their statutory returns and no complaint/inspection/investigation or prosecution is pending against them.

6. The RD further submitted that clause 9, Part II of the scheme has stated that the authorized capital of the Transferor Company will be merged with the authorized capital of the Transferee Company. In this connection the RD has suggested that as per the clause (i) to Sub-section (3) of Section 232 of the Companies Act, 2013 the Transferee Company has to pay the fees, if any, for the enhanced authorized capital subsequent to the amalgamation after setting off the fees paid by the Transferor Company. In the light of the above the transferee company may be directed to comply with the above provisions of the Act by making an application with the RoC, Chennai for payment of the balance fee as applicable under the provisions of the Act and rules framed thereunder, and to file amended MoA and AoA. In this regard, an authorized representatives of the Petitioner Companies have filed an joint affidavit deposing therein that the Transferee Company undertakes to file the revised MOA, AOA with the RoC, Chennai on the approval of the Scheme and also further undertake to pay any fee (as may be applicable) on account of the clubbing of authorized capital.

7. The Official Liquidator (In short, ‘OL’) in his Report dated 28.11.2018, submitted that as per Order dated 05.07.2018 passed in CA/118/CAA/CB/2018 and he has nominated M/s. N. Raja & Associates, Chartered Accountants, Chennai, who is one of the empanelled Auditors by the Hon’ble High Court of Madras to look into the Scheme and to scrutinize the books of accounts of the Transferor Company. The Auditor has broadly reviewed and observed that under Clause 6.1 of Part - II of the proposed Scheme, the interest of all the executives, staff, workmen and other employees in the service of the Transferor Company is safeguarded.

8. The OL further has submitted that as per Clause 10.1 of Part-II of the said Scheme, upon the Scheme becoming fully effective, in consideration of the transfer and vesting of the undertaking in the Transferee Company in terms of the Scheme, each of the equity shareholders of the Transferor Company as on the Record Date, without any further application or deed, shall be allotted “49 (Forty Nine) equity share of the face value of Rs. 100/- (Rupees Hundred Only) each of the Transferee Company for every 547 (Five Hundred and Forty Seven) equity shares” fully paid up held by them in the Transferor Company. Fractions, if any arising out of such allotment under clause 10.1 shall be rounded off to the nearest whole number. The valuation of shares of the Transferor Company and the Transferee Company have been done by M/s. N.C. Vaishnav & Co., Chartered Accountants, Vadodara vide report dated 09.01.2018.

9. The OL has further submitted that the Chartered Accountants have also examined the Financial Books of Accounts and the statutory records maintained under the Companies Act, 2013 and reported that the Transferor Company is maintaining proper books of accounts and have maintained and written up in accordance with normally accepted accounting principles. He further submitted that the Transferor Company has filed all the returns in accordance with law and no cases were pending against the Transferor Company or any of its Directors and no prosecution has been launched under any of the provisions of the Companies Act against the Transferor Companies or any of its Directors.

10. The Chartered Accountants have concluded that there is nothing to believe that the Transferor Company or the Directors of the Transferor Company have been engaged in any activities with intent to defraud its creditors or any other persons as stated under Section 339 of the Companies Act, 2013. The business of the Transferor Company has not been carried on with intent to defraud the creditors or any other person or for any fraudulent purpose attracting the provisions of Section 339 of the Companies Act, 2013. He further stated that the affairs of the Transferor Company have not been conducted in the manner which is prejudicial to the interest of its members or to public interest.

11. As mentioned in Clause 11 of the Scheme, it appears that the Accounting Treatment is in conformity with the Accounting Standards. The Appointed date of the said Scheme is 01.04.2017.

12. There is no additional requirement for any modification and the said Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013. Taking into consideration the above facts, the Company Petitions are allowed and the Scheme of Amalgamation annexed with the Petitions is hereby sanctioned which shall be binding on the Shareholders, Creditors and employees of the Petitioner Companies.

13. While approving the Scheme as above, I further clarify that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law.

14. The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme.

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r />15. A certified copy of this Order shall be filed with the concerned Registrar of Companies within 30 days of the receipt of this Order. 16. The Transferor Company shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the Registrar of Companies. 17. Upon receiving the certified copy of this Order, the RoC, Chennai, is directed to place all documents relating to the Transferor Company with that of the Transferee Company and the files relating to the Transferor Company shall be consolidated with the files and records of the Transferee Company. 18. The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notified on 14th December, 2016. 19. Accordingly, the Scheme stands sanctioned and CPs/15 & 16/CAA/2019 stand disposed of.
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