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TMI Blog2020 (9) TMI 476X X X X Extracts X X X X X X X X Extracts X X X X ..... dertakings given by the Petitioner Companies have been explained in Para 8 above. The Undertaking filed by the Petitioner Companies in response to the said report, is accepted by this Tribunal - From the material on record, the Scheme appears to be fair and reasonable and does not violate of any provisions of law and is not contrary to public policy. The Petition be and the same is allowed subject to the following. i. The Scheme, with the Appointed Date fixed as 1st October, 2019 placed at Page Nos. 655 to 669 of the CP (CAA) No. 940/230/MB-I/2020 is hereby sanctioned. It shall be binding on the Petitioner and the Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees. ii. The Registrar of this Tribunal shall issue the certified copy of this order along with the Scheme forthwith. The Petitioners are directed to file a copy of this Order along with a copy of the Scheme with the Registrar of Companies concerned, electronically in E-Form INC-28, within 30 days from the date of receipt of the Order from the Registry. iii. The Petitioner Companies to lodge a copy of this ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a, Real Estate, Treasury, Dark Fiber Leasing business and has close to 4,000 kilometers of underground and overhead Dark Fiber network across the country and is also engaged in the business of high sea sale of set-top boxes. 4. Learned Counsel for the Petitioner Companies submits that the Board of Directors of the Petitioner Companies approved the Scheme in their meetings held on 27th August, 2019. The Appointed Date fixed under the Scheme is 1st October 2019. 5. Learned Counsel for the Petitioner Companies submits the rationale for the Scheme is that the restructuring would have following benefits. a) Demerged Company and Resulting Company are part of the Hinduja Group. Demerged Company has grown into one of India's largest integrated media companies. Accordingly, in 2017 as a step towards consolidation of media and communications business, the Headend in the Sky ( HITS ) business was transferred by Grant Investrade Ltd. (a Hinduja Group Company), to Demerged Company pursuant to scheme of arrangement. The Resulting Company holds 77.55 % of shares in the Demerged Company. b) Recognizing the growth potential of the Media and Communications Undertaking (more part ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nlocking value since the business and profits will accrue to a single entity i.e. Resulting Company; iv. Efficiency in Fund raising for harnessing future growth: Housing of Media and Communications Undertaking in Resulting Company directly shall facilitate and provide adequate opportunities to mobilize the financial resources of Resulting Company for the growth of the Media and Communications Undertaking and also streamline the process for fund raising; 6. The Company Petition is filed in terms of sections 230 to 232 of the Companies Act, 2013 and in accordance with the Order passed in CA (CAA) No.378/MB/2020 of this Tribunal. 7. The Petitioner Companies have complied with all the requirements as per directions of the Tribunal and have filed necessary affidavits of compliance in the Tribunal. Moreover, the Petitioner Companies through their Counsel undertake to comply with all statutory requirements, if any, as required under the Act and the Rules made there under as applicable. The undertakings given by the Petitioner Companies are accepted. 8. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its Report dated 5th August, 2020, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be asked to comply with the requirements as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs Apropos observation made in paragraph IV(b) of the report of Regional Director, the Petitioner Companies confirms that as per Clause 2.1 of Part A of the Scheme, Appointed Date means 1st October, 2019. Further, Clause 2.5 of Part A of the Scheme specifies that the effective date means the Appointed Date or the date on which the last of conditions referred to in Clause 15 hereof have been fulfilled, whichever is later. Reference in this Scheme to the date of coming into effect of this Scheme or upon the Scheme becoming effective shall also mean the Effective Date. In this regard, it is submitted that, in terms of provisions of section 232(6) of the Companies Act, 2013, the Scheme shall be deemed to be effective from 1st October 2019 i.e. the Appointed Date. Thus, the Petitioner Companies will be complying with the applicable requirements of the circular no F.No.7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. c) The Hon'ble Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l government to file further report if any required. e) The Petitioner under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). Apropos observations made in paragraph IV(e) of the Report of the Regional Director, the Petitioner Companies submits that it has served notices to the authorities which are likely to be affected by the Compromise or Amalgamation or Arrangement in accordance with Section 230(5) of the Companies Act, 2013. Further, Petitioner Companies undertake that the sanctioning of the Scheme shall not deter the authorities from raising any issues in accordance with applicable law and the decision of such authorities shall be binding on the Petitioner Companies to the extent tenable under law. f) As NXTDIGITAL Limited (formerly known as Hinduja V ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2019 placed at Page Nos. 655 to 669 of the CP (CAA) No. 940/230/MB-I/2020 is hereby sanctioned. It shall be binding on the Petitioner and the Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors and Employees. ii. The Registrar of this Tribunal shall issue the certified copy of this order along with the Scheme forthwith. The Petitioners are directed to file a copy of this Order along with a copy of the Scheme with the Registrar of Companies concerned, electronically in E-Form INC-28, within 30 days from the date of receipt of the Order from the Registry. iii. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, payable within 60 days from the date of receipt of the Order. iv. The Petitioner Company shall comply with the undertakings given by it. v. All concerned shall act on a copy of this Order along with Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal. vi. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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