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IN THE NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH, COURT-II
CA(CAA)/236/(MB)/2022
In the matter of the Companies Act, 2013 (18 of 2013);
AND
In the matter of Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 and Rules framed
thereunder as in force from time to time;
AND
In the matter of Scheme of Amalgamation of SKM
Enterprises Private Limited (Applicant Company
1/Transferor Company) with Bharat Steel Yard Private
Limited (Applicant Company 2/Transferee Company).
SKM ENTERPRISES PRIVATE )
LIMITED, a Company incorporated )
under the Companies Act, 1956, having )
its registered office at SKM House 12, 6th )
Khetwadi Lane, Mumbai – 400004 )…Applicant Company 1 /
Transferor Company
BHARAT STEEL YARD PRIVATE )
LIMITED, a Company incorporated )
under the Companies Act, 1956, having )
its registered office at 12 SKM House, )
Ground Floor, 6th Khetwadi Lane, )
Mumbai – 400004 )…Applicant Company 2/
Transferee Company
Order delivered on: 13.01.2023
CA(CAA)/236/(MB)/2022
Coram:
Hon’ble Member (Justice): P. N. Deshmukh (Retd.)
Hon’ble Member (Technical): Mr. Shyam Babu Gautam
Appearances:
For the Applicants: Mr. Ashish O. Lalpuria a/w Mr. Kamal Lahoty
for Kamal Lahoty & Co, Practising Company Secretaries.
ORDER
1. This Court is convened by video conference today 13th January, 2023.
2. The Learned Authorised Representative for the Applicants states that the
present application is for a Scheme of Amalgamation of SKM
ENTERPRISES PRIVATE LIMITED, the Transferor Company / Applicant
Company 1 with BHARAT STEEL YARD PRIVATE LIMITED, the
Transferee Company / Applicant Company 2 and their respective
Shareholders.
3. The Learned Authorised Representative for the Applicants states that the
Board of Directors of the respective Applicant Companies at their Board
Meetings held on 10th September, 2022 approved the Scheme.
4. The Learned Authorised Representative for the Applicants states that
appointed date of Scheme of Amalgamation is 1st April, 2022.
5. The Learned Authorised Representative for the Applicants states that the
Transferor Company is presently not carrying out any business activity. The
Transferee Company is presently carrying business of Sale of S.S. Wire, G.I.
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CA(CAA)/236/(MB)/2022
Wire, S.S. Wire Rods, Bright Bars, S.S sheet /coil, Pipes as stated in the
Memorandum of Association.
6. The Learned Authorized Representative for the Applicants submit that the
Rationale for the Scheme of Amalgamation is as under:
a) The merger would offer a greater potential to the combined entity to
diversify with better optimization of funds and efficient utilization of
resources.
b) The rationale for continuing with two separate entities in the same
business no longer exists, it is considered prudent and more
appropriate to consolidate similar line of business in one entity. The
amalgamation will lead to simplification of the group structure by
eliminating multiple companies in similar business, thus enabling
focus on core competencies.
c) Simplified management structures belong to better administration and
reduction in costs from more focused operational efforts, reduction in
multiplicity of legal and regulatory compliances and rationalization of
administrative expenses.
d) The Transferor Company is not carrying any operations and have not
generated any revenue from operations in the preceding financial
years. Further the transferor company has accumulated loss of
previous financial years. By this Scheme of Amalgamation, the non-
operative company would be merged in the Transferee Company and
the Transferee Company shall carry forward and set-off the
accumulated loss of the Transferor Company.
7. The Learned Authorized Representative submits that upon the Scheme
becoming finally effective, the Transferee Company shall issue and allot
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CA(CAA)/236/(MB)/2022
90,877 (Ninety Thousand Eight Hundred Seventy Seven) Equity shares of
Rs. 10/- (Rupees Ten Only) each credited as fully paid-up in the capital of
the Transferee Company for every 10,00,000 (Ten Lakhs) Equity Shares of
the face value of Rs. 10/- (Rupees Ten Only) each held by the Shareholders
of the Transferor Company.
8. The Transferor Company has 23 equity shareholders. All of them have given
their consent to the Scheme by way of consent Affidavits. The Consent
affidavits of the equity shareholders are placed at page 172 to 240 of the
Application. In view of this, the meeting of the equity shareholders of the
Transferor Company is dispensed with.
9. The Transferee Company has 23 equity shareholders. All of them have given
their consent to the Scheme by way of Consent Affidavits. The Consent
Affidavits of the equity shareholders are placed at page 244 to 312 of the
Application. In view of this, the meeting of the equity shareholders of the
Transferee Company is dispensed with.
10. The Transferee Company has 1 (one) unsecured creditor with a total
outstanding of Rs. 69,55,000 (Rupees Sixty Nine Lakhs Fifty Five
Thousand only) as on 10.09.2022 who has given their consent to the
Scheme by way of Consent Affidavit. The Consent Affidavit of the
unsecured creditor is placed at page 314 to 316 of the Application. In view
of this, the meeting of the unsecured creditor of the Transferee Company is
dispensed with. There is no unsecured creditor in the Transferor Company.
11. There are no secured creditors in the Transferor and Transferee Companies.
12. The Applicant Companies to serve the notice of the present Application
complete with enclosures on –
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