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TMI Blog2021 (5) TMI 648X X X X Extracts X X X X X X X X Extracts X X X X ..... nt, as approved by the Boards of Demerged Company and the Resulting Company, is hereby sanctioned - Application allowed. - C. P. (CAA) No. 36/BB/2020 - - - Dated:- 27-4-2021 - Rajeswara Rao Vittanala, Member (J) nd Ashutosh Chandra, Member (T) For the Appellant : Saji P. John, Adv. For the Respondents : Hemanth R. Rao, Adv. and Ganesh R. Ghale, Jr. Standing Adv. ORDER Ashutosh Chandra, Member (T) 1. This Company Petition has been jointly filed by the Applicant Companies under Sections 230 to 232 of the Companies Act, 2013 read with Rules of Compromise, Arrangement and Amalgamation of Companies Rules, 2016 by inter alia seeking that the Scheme of Arrangement be sanctioned by this Tribunal so as to be binding on the Petitioner Companies and their respective shareholders and creditors, etc. 2. Brief facts of the case, as mentioned in the Company Petition, are as follows: 1) M/s. Prime Progression Icom (India) Private Limited (the 'Demerged Company/Petitioner Company No. 1') was incorporated on 10.04.2007 under the provisions of the Companies Act, 1956, with the CIN:U29110KA2007PTC042432 and having its registered office at No. 323, Amulya Mansio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4) The Board of Directors of the Demerged Company/Petitioner Company No. 1 at their meeting held on 01st June, 2020 have accorded the Scheme of Arrangement and inter alia resolved the following: RESOLVED THAT pursuant to Sections 230 to 232 and all other applicable provisions, if any, of the Companies Act, 2013 and enabling provisions of the Memorandum of Association and Article of Association of Prime Progression Global Commerce Private Limited ('the Company' or 'The Resulting Company') and subject to the requisite approval of the shareholders/creditors of the Company and the sanction of the National Company Law Tribunal or such other competent authority, as may be applicable, the consent of the Board be and is hereby accorded for the Scheme of Arrangement between Prime Progression ICOM (India) Private Limited and Prime Progression Global Commerce Private Limited and their respective shareholders (herein after referred to as 'Scheme' or 'the Scheme' or 'this Scheme'). 5) It is stated that RVKS And Associates, Chartered Accountants of Demerged Company and Resulting Company, issued Certificates dated 13.07.2020 by inter alia c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eholders and as their shareholding is in the same ratio in both the companies, there will not be any shares issued by the Transferee Company in consideration for demerger. 10) It is stated that the proposed Scheme is sought to be made under the provisions of Sections 230 to 232 of the Companies Act, 2013 and the same if sanctioned by the Hon'ble Tribunal will take effect from April 01, 2020, the Appointed Date. 11) It is stated that no investigation proceedings are pending against the Petitioner Companies under section 235 to 251 or any other provisions of the Companies Act, 1956 or Section 206 to 229 of the Companies Act, 2013. 3. It is stated that the Applicant Companies had filed CA(CAA) No. 32/BB/2020 before this Tribunal seeking to dispense with convening of meetings of the Equity Shareholders of the Applicant Company and Secured and Unsecured Creditors of the Applicant Company No. 1 for the purpose of considering the proposed scheme, etc. The Tribunal vide its order dated 07.09.2020 directed to dispense with the convening and holding of the meetings of the Equity shareholders of the Applicant Companies and dispensed with the convening and holding of the meet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e only 4. However, no shares will be issued to them for demerging the two divisions of the Demerged Company. The specific approval of them for the demerger may kindly be sought. 3) The Resulting Company was incorporated on 16.03.2020 hence, has not filed Annual Returns and Financial Statements are still not due. 4) The Demerged Companies and the Resulting Company have few common shareholders and common directors. 5) As per MCA records, it is found that the status of Demerged Company has two open charges from Axis Bank Limited and the Company may be directed to obtain NOC from the Bank. 6) There are no prosecutions, complaints, technical scrutiny/inspections pending in this office against the petitioner companies. The Petition may be decided on merits. 8. The Regional Director (SER), Ministry of Corporate Affairs, Hyderabad, vide affidavit dated 10.03.2021 has stated as follows: 1) The Demerged Company has three Division i.e. Export Division and Packaging Products Division and Public Guidance System Division, out of which the Export Division and Packaging Products Division are merging with the Resulting Company. Hence details of assets to be transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... had considered the same and dispensed with the meeting of shareholders of Petitioner Companies. 3) With regard to observation No. 3 of ROC, it is stated that the said observation is true and does not require clarification. 4) With regard to observation No. 4 of ROC, it is stated that the said observation pertaining to the common shareholders is clarified in para no. 3 of this Affidavit. The Observation that Petitioner Companies have few common Directors is true and does not require clarification. 5) With regard to observation No. 3 of RD and No. 5 of ROC, it is stated that the consent from Axis Bank Ltd. was obtained in the form of a Consent Affidavit and was produced with the Company Application. The Hon'ble NCLT Bench, Bengaluru had considered the same and dispensed with the meeting of Secured Creditors of the Demerged Company. 6) With regard to observation No. 4 of RD, it is stated that the said observation is correct. The issued and paid up share capital was increased by way of allotment of shares under Right issue under Section 62 of the Companies Act, 2013. 7) With regard to observation No. 5 of RD, it is stated that all contracts/arrangements/tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and hence the Scheme of Arrangement, as approved by the Boards of Demerged Company and the Resulting Company, is hereby sanctioned, as prayed, and in view whereof, this Tribunal passes the following further Order: (1) The Scheme of Arrangement, as contained in the present Petition, is sanctioned and the Appointed Date is 1st April, 2020; and (2) Sanctioning the Scheme of Arrangement should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law, and the same shall be dealt with by the respective Authority in accordance with the extant Laws and Rules governing such Duty, taxes or other charges, as applicable; and (3) The Demerged Company be transferred without further act or deed to the Resulting Company and accordingly, the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and vest in the Resulting Company for all the state and ..... 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