9911796707
TMI Blog2021 (4) TMI 631X X X X Extracts X X X X X X X X Extracts X X X X ..... Limited and GTPL Blue Bell Network Private Limited and amalgamation with GTPL Hathway Limited, as a going concern basis; b. Amalgamation of GTPL City Channel Private Limited and GTPL Shivshakti Network Private Limited with GTPL Hathway Limited, on a going concern basis; 2. The petitioners filed Company Application being CA (CAA) No. 70/NCLT/AHM/2020 before this Tribunal inter alia seeking dispensation of the meeting of Equity Shareholders of all the Petitioner Companies, dispensation of the meeting of Secured Creditors of Petitioner Company 1, dispensation of the meetings of Unsecured Creditors of Petitioner Companies 2 to 4 and 6 to 12, as well as for directions for convening and holding of the meetings of Unsecured Creditors of Petitioner Company 1 and Petitioner Company 5; for the purpose of considering and if thought fit, approving, the composite Scheme of Arrangement amongst GTPL Hathway Limited, GTPL Deesha Cable Net Private Limited, GTPL TV Tiger Private Limited, GTPL Meghana Distributors Private Limited, SCOD18 Networking Private Limited, GTPL Anjali Cable Network Private Limited, GTPL Video Vision Private Limited, GTPL Vidarbha Tele Link Private Limited, GTPL Surat Tele ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... service of notice to the aforesaid statutory authorities with this Tribunal. 9. Separate meetings of Unsecured Creditors of both the Petitioner Company 1 i.e. GTPL Hathway Limited and Petitioner Company 5 i.e. SCOD18 Networking Private Limited were duly convened on 29.12.2020. The Chairperson of the Meetings has filed respective reports. 10. As per the Chairman Report of meeting of Unsecured Creditors of Petitioner Company No. 1, 12 (Twelve) Unsecured Creditors through video conferencing (having value of debt of Rs. 28,39,87,051/-) attended the meeting and the Unsecured Creditors having value of debt of Rs. 232,83,15,124/- casted the voted either through remote e-voting or e-voting in favor of sanctioning the Scheme and approved the scheme with requisite majority. 11. As per the Chairman Report of meeting of Unsecured Creditors of Petitioner Company No. 5, 25 (Twenty Five) Unsecured Creditors through video conferencing (having value of debt of Rs. 53,72,87,567/-) attended the meeting and the Unsecured Creditors having value of debt of Rs. 54,72,79,504/- casted the vote either through remote e-voting or e-voting in favour of sanctioning the Scheme and approved the scheme unanimo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany Application No. 113 & 114 of 2013 dated November 20, 2013). With regards to third observation, it is submitted that the Petitioner Companies undertake to comply with the provisions of Section 2(19AA) of the Income Tax Act, to the extent applicable. With regards to fourth observation, it is submitted that a complete list and full details of assets and liabilities which are proposed to be transferred to the Resulting Company are produced on record. With regards to fifth observation in relation to observations made by the ROC is concerned, it is submitted that the observations would disclose that the Registrar of Companies has not received any complaint or representation against the Scheme of Arrangement. It is further submitted that so far as the objection of ROC that there is no provision prescribed under the Companies Act 2013 r/w. Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 to Transfer the Authorized capital of Demerged Company into Resulting Company is concerned, it is reiterated that on demerger of an undertaking, the capital requirement of the remaining undertaking are reduced and on the same principles of consolidation of authorised capital of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Official Liquidator has requested this Tribunal to direct the petitioner Transferor Company No. 1 to preserve its books of accounts, papers and records and has required that the petitioner transferor company No. 1 does not dispose the documents without prior permission of Central Government as per the provisions of Sec. 239 of the Act. It is submitted that the Petitioner Transferor Company No. 1 shall preserve their books of accounts, papers and records and shall not dispose the same without prior permission of Central Government as required u/s. 239 of the Act. It is further submitted that in Para 22 of the report, the Official Liquidator has sought directions against the Petitioner Transferor Company No. 1 to ensure statutory compliance of all applicable laws. It is submitted that the Petitioner Transferor Company No. 1 shall ensure statutory compliance of all the applicable laws. It is submitted that it is also understood that upon sanction of the Scheme, the petitioner companies shall not be absolved from any of its statutory liability, if any, in any manner. It is submitted that so far as the request made by the Official Liquidator in Para 23 for the expenses are concerned, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rned, it is submitted that the petitioner Transferee Company undertakes to pay the requisite fees to the Official Liquidator as may be quantified by this Hon'ble Tribunal. It is submitted that in Para 23 of the reports, the Official Liquidator has requested this Hon'ble Tribunal to direct the Companies to file certified copy of order sanctioning the Scheme with the office of Registrar of Companies within 30 days from the date of passing of the order, it is submitted that the Companies undertake to file the order sanctioning the Scheme with the office of Registrar of Companies within 30 days from the date of passing of the order. 15. Apropos to the order dated 13.11.2020, Income Tax Authority made a representation stating that there is an outstanding Debt of Rs. 10,87,09,230/- of GTPL Hathway Limited i.e. the Transferee Company. The Learned Senior Advocate Navin Pahwa stated that the tax liability of the Transferee Company shall be dealt with in accordance with the provisions of the Income Tax Act, 1961. 16. No representations have been received from any other statutory authorities. 17. The petitioners, thereafter, filed Petition being CP(CAA) No. 2/NCLT/AHM/2021 before ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner-companies namely, GTPL Hathway Limited, GTPL Deesha Cable Net Private Limited, GTPL TV Tiger Private Limited, GTPL Meghana Distributors Private Limited, SCOD18 Networking Private Limited, GTPL Anjali Cable Network Private Limited, GTPL Video Vision Private Limited, GTPL Vidarbha Tele Link Private Limited, GTPL Surat Telelink Private Limited, GTPL Blue Bell Network Private Limited, GTPL City Channel Private Limited and GTPL Shivshakti Network Private Limited and their respective shareholders and creditors. 24. The legal fees/expenses of the office of the Regional Director are quantified at Rs. 50,000/- in respect of all the petitioner companies. The said fees to the Regional Director shall be paid by the Petitioner Company 1. 25. The legal fees/expenses of the office of the Official Liquidator are quantified at Rs. 20,000/- in respect of the petitioner Transferor Companies. The said fees to the Official Liquidator shall be paid by the Petitioner Company 1. 26. Filing and issuance of drawn up orders are dispensed with. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar of this Tribunal. The Registrar of this Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
