IN THE NATIONAL COMPANY LAW TRIBUNAL, SINGLE BENCH, CHENNAI CA/202/CAA/2018 Under Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation Between M/s. Sundram Precision Components Limited (Transferor Company) And M/s. Sundram Fasteners Limited (Transferee Company) Order delivered on 7% December, 2018 CORAM CH. MOHD SHARIEF TARIQ, MEMBER (JUDICIAL) For Applicant(s): T. K. Bhaskar ORDER CH. MOHD SHARIEF TARIQ, MEMBER (JUDICIAL) 1. Under consideration is Application —_No. CA/202/CAA/2018 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to dispense with convening, holding and conducting of the and Unsecured vodispense with the requirement of the Transferee Company to approach this Tribunal under Section 230 to 232 of the Companies Act, 2013 for sanction of Scheme of Amalgamation of Sundram Precision Components Limited with Sundram Fasteners Limited and their respective shareholders. 2. M/s, Sundram Precision Components Limited: i. The Transferor Company viz., M/s. Sundram Precision Components Limited has 7 (Seven) Equity Shareholders. The list of Equity Shareholders is placed at page 68 of the typed set filed with the Application. The consent affidavits given by the Equity Shareholders are placed at pages 69 to 83 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of Equity Shareholders. Therefore, the meeting of the Equity Shareholders of the Transferor Company is allowed to be dispensed with,ii, There are no Secured Creditors. The Certificate issued by the Charted Accountants to this effect is placed at page(s) 84 of the typed set filed with the Application. The total number of Unsecured Creditors are 76 (Seventy Six), out of which 44 (Forty Four) have given their consent affidavits placed at page(s) 90-180, which constitute 90.38% of the total value of the unsecured credit. The Certificate issued by the Charted Accountants to this effect is placed at page(s) 181 of the typed set filed with the Application, Therefore, the meeting of the Unsecured Creditors is dispensed with under sub-section (9) of section 230 of the Companies Act, 2013. iii, In pursuance of the SEBI Circular dated 10.03.2017, the provisions stated therein shall not be applicable to schemes which solely provides for merger of a wholly owned subsidiary with the parent Company, as is the case on hand. However, the draft Scheme needs to be filed with the Stock Exchanges for the uurpose of disclosures and the Stock Exchanges shall isseminate the Scheme documents on their websites. wePursuant to that, the Companies have filed the Scheme with the Stock Exchanges and are willing to comply with relevant regulations, as may be necessary. An amendment to listing regulations in this regards has already been notified on 15.02.2017. Further, the appointed date so fixed was 01.01.2017. iv. In Mahaamba Investments Ltd. Vs. IDI Limited [2001] 105CompCas16(Bom), the Hon’ble High Court of Bombay has observed that when Scheme of transfer of undertaking does not affect rights of members or creditors of Transferee Company or does not involve reorganisation of share capital of Transferee Company, no application by Transferee Company under Section 391 or 394 would be necessary. No new shares are sought to be issued to members of Transferor Company by Transferee Company. Further, the proposed Scheme will not affect members of Transferee Company. The creditors of Transferee Company are not likely to be affected by Scheme in view of financial position of Transferee Company. Thus, filing of separate petition by Transferee Company is not necessary. In view of wethis, the requirement of the Transferee Company to approach to this Tribunal under Section 230 & 232 of the Companies Act, 2013 is hereby dispense with. 4, The Registry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, RoC concerned and Income Tax Authorities including the Assessing Officer of the LT. Circle in relation to the Transferor Company, and OL with the direction to appoint Chartered Accountant on his own for filing report. In case, the statutory authorities to whom the notice is issued are desirous of making any objection/representation, they may do so within 30 days from the date of receipt of the notice. In case no objection/representation is made, it shall be presumed that they/any of them have/has no objection/representation to make. 5. The Transferor Company is directed to issue private notice to the said authorities/regulators by way of speed post/hand delivery. The proof of sending and effecting the service of notice upon them along with the wwenewspaper publication shall be submitted with supporting affidavit to this Bench along with Company Petition. 6. The Transferor Company is directed to effect publication separately in the newspapers one in English “Business Line” (Tamilnadu Edition) and another in vernacular “Makkal Kural’ (Tamilnadu Edition) provided the said newspapers have wide circulation in the State of Tamilnadu, having not less than 30 + 2 days before filing the Company Petition. The Transferor Company is directed to upload the notice on its websites and display the notice on the notice board at its Registered Office. The Registry is also directed to display the notice on the notice board of this Bench. 7. Accordingly, the Application is allowed. The Applicant Company is directed to present the Petition on or before 21.01.2019. GCeilified 10 bs Hue Vey : Koy f [CH. MOHD. SHARIEF TARIQ} MBER (JUDICIAL) aly SHREYA 7 ecgge Ed or NATIONAL G LAW TRIBUNAL CHENNAI BENCH, a CORPORATE BHAVAN, 2d FFOOR, 29, RAJAJISALAI, CHENHA' -600 01,