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TMI Blog2021 (8) TMI 1059X X X X Extracts X X X X X X X X Extracts X X X X ..... e was put to notice to all stake holders and broadly consented by all Shareholders and Creditors of the Company. There are no investigations stated to be pending against the Companies. The Scheme in question is a comprehensive one, complying with the provisions of Sections 230 to 232 of the Companies Act, 2013 and the Rules made thereunder and the Petition/Application is filed in accordance with law. It covers all the issues relating to legal proceedings, continuation of contracts, deeds, therefore, the Scheme in question is prima facie eligible to be sanctioned, however, subject to compliance of various undertakings as mentioned in the Scheme and to follow/comply with various observations made by the Statutory Authorities as detailed supra. It also appears to be fair, reasonable and it is not detrimental against the Members or Creditors or contrary to public policy. The scheme is allowed to be sanctioned - application allowed. - C. P. ( CAA ) No. 48 / BB / 2020 - - - Dated:- 13-8-2021 - Bhaskara Pantula Mohan, Actg. President And Hemant Kumar Sarangi, Member (T) For Appearing Parties: Saji P. John and Hemanth Rao ORDER Hemant Kumar Sarangi, Member (T) 1. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company to Public Company. Accordingly, the Registrar of Companies, Bengaluru has issued fresh Certificate of Incorporation pursuant to Conversion of Private Company to Public Company on 20.05.2020 with CIN: U80301KA2012PLC107575. Its Authorized Share Capital is ₹ 8,80,00,000 divided into 85,00,000 Equity Shares of Re. 1/- each; 8,427 Non-Cumulative Compulsorily Convertible Preference Shares of Re. 1/- each; 7,94,91,573 Cumulative Compulsorily Convertible Preference Shares of Re. 1/- each and Issued, Subscribed and Paid-up Share Capital is ₹ 105,31,915 divided into 53,62,720 Equity Shares of Re. 1/- each; 51,69,195 Cumulative Compulsorily Convertible Preference Shares of Re. 1/- each. The main objects of Transferee Company, inter alia, are to carry on the business in India or abroad, of providing services in the nature of those promoting individualized content, technology based solutions and systems, educational equipment, through formal or informal etc. (3) The Board of Directors of the Petitioner Nos. 1 2 Company have approved and adopted the Scheme of Amalgamation of eDreams Edusoft Private Limited with Indiavidual Learning Limited and their respective Shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they do not come up to the thresholds prescribed under the Competition Act, 2002 (as enhanced by the Central Government vide its Notification No. S.O. 675(E) dated March 4, 2016). Further, the Transferee Company undertakes to pay any outstanding tax demands, if any, (including those tax demands that are outstanding on the Transferor Companies) once the matter reaches finality. (10) It is also stated that no investigation proceedings are pending against the Petitioner Companies under Sections 235 to 251 or any other provisions of the Companies Act, 1956 or Sections 206 to 229 of Companies Act, 2013 or any other provisions of the Companies Act, 2013. 3. The Tribunal vide its Order dated 07.12.2020, directed the Petitioner Companies to issue notice to the Regional Director (SER), Hyderabad, ROC Karnataka, Designated Nodal Officer, Principal Chief Commissioner of Income Tax, Office of the Official Liquidator and to the Secretary, Competition Commission of India and also directed to cause paper notification one in The Hindu' English Newspaper Bangalore edition as well as in 'Udayavani, Kannada Newspaper and to file proof of the same. It is affirmed that the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e been convened/obtained the approval. (6) It is noticed that as at 31.03.2020 the 85% shares of Transferee Company is held by Reliance Industries Limited, a listed company with substantial public interest. However, as per the provisional balance sheet attached along with the Petition, entire shares of reliance industries Limited had been transferred to Jio Platforms Limited. Hence Reliance Industries Limited, a listed Company is interested in the merger proposed. From the Application it is not known whether Jio Platforms Limited/RIL had obtained the approval of its shareholders for the merger of two loss making Companies. (7) Since Jio Platforms Limited is a subsidiary Company of Reliance Industries Limited the Petitioner Companies may be asked to show the compliance of NSE/BSE/SEBI as the case may be. (8) With regard to Transferee Company, the No. of cumulative CCPs issued are shown as 34,69,197 shares of ₹ 1/- each whereas as per MCA records the no of Cumulative CCPs issued are shown as 27,69,198 shares of ₹ 1/- each. Hence the Transferee Company may be directed to explain the shareholding pattern in respect of Cumulative CCPS and over all shareholding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he creditors. The Tribunal had considered these submissions and has rightly covered the same in the Company Application Order dated 16.09.2020. Subsequently, in the ordinary course of business the Transferee Company and Transferor Company accumulated trade creditors to the tune of ₹ 814.5 Lakhs and ₹ 3.81 Lakhs respectively as on 30.09.2020. As the business progresses, the Petitioner Companies are capable of settling these creditors in a steady and timely manner, in the ordinary course of business. He would like to clarify that unsecured creditors of the Transferor Company amount to ₹ 3.81 lakhs (not ₹ 3081 Lakhs as stated in RD Report) as on 30.09.2020. Further, on amalgamation the Transferee Company will take over all assets and liabilities (including abovementioned creditors) of the Transferor Company and settle the dues in the ordinary course of business. (3) It is submitted that in terms of Section 230 of the Companies Act, 2013, the shareholders of the Petitioner Companies are required to provide their consents to the Scheme for dispensation of the meeting of shareholders. The shareholders of the Transferor Company and the Transferee Company have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or for scrutiny of the books of accounts and records of the Transferor Company has engaged M/s. N. Tatia Associates, Chartered Accountants, which after examining the affairs of the Transferor Company, has inter alia reported the following: (i) As per the information provided by management there are no serious allegations against the transferor Company. (ii) The Auditors have not stated any qualifications in their reports on the accounts for the Financial Year 2019-2020; (iii) The Statutory Auditors have clearly reported in Annexure 1 of the Auditors Report that the Company has not accepted any deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) and hence the Company has not filed DPT - 3 with the Ministry of Company Affairs. (iv) The related party Transaction entered into by the Company have been approved in the Board meeting and reported in AOC-2/AOC-4 for the respective years. The Statutory Auditors have clearly reported in Annexure 1 of the Auditors Report that there are no loans, investments, guarantees and securities granted in respect of which provisions of Section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2013 R/w. extant provisions of Rules, after duly following pre-requisite as prescribed under the extant provisions of Companies Act, 2013 and the Rules made thereunder. In terms of sub-section (3) of Section 232 of Companies, the Tribunal is empowered to sanction the scheme of amalgamation, if it is satisfied that sub-section (1) and (2) of the above section, however, subject to filing a Certificate by the Company's Auditor with Tribunal to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133, etc. 10. As stated supra, the Scheme in question is framed in the larger interest of all stake holders of the Company, by keeping in mind, the principle of ease of doing business. And the Scheme was put to notice to all stake holders and broadly consented by all Shareholders and Creditors of the Company. There are no investigations stated to be pending against the Companies. The Auditor of the Petitioner Company has furnished respective certificate by inter-alia certifying that the accounting treatment contained in the proposed Scheme of Amalgamation is in conformity with ac ..... X X X X Extracts X X X X X X X X Extracts X X X X
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