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TMI Blog2021 (4) TMI 631X X X X Extracts X X X X X X X X Extracts X X X X ..... - - - Dated:- 30-3-2021 - Manorama Kumari, Member (J) And Chockolingam Thirunavukkarasu, Member (T) For the Appellant : Navin Pahwa, Learned Senior Advocate and Ravi Pahwa, Advocate ORDER Per : Chockolingam Thirunavukkarasu, Member (T) 1. This petition under Sections 230-232 of the Companies Act, 2013 has been filed seeking sanction of Composite Scheme of Arrangement which inter-alia provides for a. Demerger of Digital Cable TV Business Undertaking (as defined in the Scheme) of GTPL Deesha Cable Net Private Limited, GTPL TV Tiger Private Limited, GTPL Meghana Distributors Private Limited, SCOD18 Networking Private Limited, GTPL Anjali cable Network 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any, to be made by them within a period of 30 days from the date of receipt of such notice. 5. In compliance of the order dated 13.11.2020 made by this Tribunal in CA (CAA) No. 70 of 2020, notice of the meetings was sent individually to the Unsecured Creditors of the Petitioner Company 1 and Petitioner Company 5 as required by the order together with a copy of the Scheme of Arrangement and of the statement required by Section 230 of the Companies Act, 2013. 6. Apropos to the order dated 13.11.2020, the petitioners also published advertisement about convening of the meetings in English Daily 'Financial Express' and Gujarati Daily 'Financial Express', having circulation in Ahmedabad. 7. The petitioner companies also sent notices to the statutory authorities as required by the order. 8. The Petitioner Companies also filed affidavit of service and publication and affidavit regarding 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 17.02.2021 and 20.03.2021 have been filed by the Petitioner Companies. With regards to first observation, it is submitted that the petitioner companies undertake to comply Sec. 232(3)(i) of the Act, to the extent it is applicable. With regards to second observation, it is submitted 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 the amalgamating company, part of the capital can be consolidated with that of the Resulting Company. It is further submitted that there are numerous instances, where such transfer of part of the authorised capital has been permitted in case of demerger by several decisions of the Hon'ble High Court as well as this Tribunal. In support of the same the petitioner cited the decisions of Hon'ble Gujarat High Court in Quick Flight Ltd. (Company Petition Nos. 188 189 of 2013 Company 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 appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submitted that a perusal of the Official Liquidator reports would show that from Para 1-8 and from 10-20, the Official Liquidator has recorded that the petitioner Transferor Company No. 1 has complied with various requirements of law. Thereafter, the Official Liquidator has stated that upon the Scheme becoming effective, the Transferor Company No. 1 be dissolved without following the process of winding up in terms of Sub-section 3(d) of Sec. 232 of the Companies Act, 2013. It is further submitted that in Para 9 of the Report, the Official Liquidator has made a reference to a transfer of certain shares made by one of the shareholder of the Company after the appointed date. I say and submit that the transfer has been effected. I say that during the pendency of the Scheme, the transfer of shares is not prohibited. The transfer of shares will be reflected in the books as per the Scheme of the Act. It is further submitted that in Para 21 of the Report, the 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 dispo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot 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. 2 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 submitted that in Para 21 of the report, the Official Liquidator has sought directions against the Petitioner Transferor Company No. 2 to ensure statutory compliance of all applicable laws. It is submitted that the petitioner Transferor Company No. 2 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 Transferor Company No. 2 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 22 for the expenses are concerned, 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts and circumstances of the case and on perusal of the Scheme, the documents produced on record, the representation made by the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authority and the reply thereof by the petitioner companies, this Tribunal is of the opinion that the requirements of the provisions of Sections 230 and 232 of the Companies Act, 2013 are satisfied. The reply given by the petitioner companies to the representation of the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities satisfies the observations of the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities. The Scheme appears to be genuine and bona fide and in the interest of the shareholders and creditors. 23. In the result, the petition is allowed. The Scheme of arrangement as placed at Annexure-AA1 to CP(CAA) No. 2/NCLT/AHM/2021 is hereby sanctioned and it is declared that the same shall be binding on the petitioner-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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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