9911796707
TMI Blog2021 (1) TMI 1178X X X X Extracts X X X X X X X X Extracts X X X X ..... red to as second petitioner/transferee company ) under sections 230-232 of the Companies Act, 2013, praying for an order for sanctioning the scheme of arrangement involving demerger between Kling Enterprises India P. Ltd. (transferor company) and Spacenet Enterprises India Ltd. (transferee company) and their respective shareholders and creditors, in terms of scheme of arrangement which is annexed at page Nos. 153-183 to the petition. 2. The averments made in the application are briefly described hereunder : Transferor company : (a) M/s. Kling Enterprises India Ltd. (CIN : U67120TG2007PLC053474) is a company incorporated under the provisions of the Companies Act, 1956. The main objects of the transferor company are to carry on the business of buying, holding, selling, underwriting, investing, acquiring various securities and properties including equity, preference, stocks, debentures, debentures stock and bonds in any of the corporate, companies, firms, undertakings, bodies, etc. Certified copy of the memorandum and articles of association of the transferor company is annexed hereto and marked as annexure 1. (b) The authorised share capital of the transferor company is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and risk management software tools for Global commodity markets using the Quantitative, Derivative and Neuro models. Certified copy of the memorandum and articles of association of the transferee company is annexed hereto and marked as annexure 3. (b) The authorised share capital of the transferee company is ₹ 50,00,00,000 (rupees fifty crores only) divided into 50,00,00,000 (rupees fifty crores) equity shares of Re. 1 (rupee one only) each. The present issued, subscribed and paid-up share capital of the transferee company is ₹ 4,90,18,590 (rupees four crores ninety lakhs eighteen thousand five hundred and ninety only) divided into 4,90,18,590 (rupees four crores ninety lakhs eighteen thousand five hundred and ninety) equity shares of Re. 1 (rupee one only) each fully paid-up. Certified copy of the audited balance-sheet as at March 31, 2019 of the transferee company is annexed hereto and marked as annexure 4. Financials-transferee company The financial summary of the transferee company as on March 31, 2019 is given below : Particulars Amount (Rs.) Equity and liabilities : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tegic partners, creditors and other stakeholders. (d) The transferor company has developed an integrated B2B commodity platform (www.weflip.in) to enable trading transactions cost effective and to make value chain more efficient. Transferor company's B2B trading platforms aim is to introduce superior transaction practices. This online platform can bring in transparency in spot transactions in the commodity trade leading to efficient price discovery. This platform primarily designed to flip (buy and sell) various class of assets available in the market, i. e., real estate assets, automobile and e-commerce, etc. (e) The synergies that exist between commodities business undertaking of the transferor company and the transferee company in terms of services and resources can be put to the best advantage of all stakeholders. (f) The scheme provides for segregation of the assets, liabilities (including resources deployed) related to the division being vested by way of demerger. (g) The proposed scheme involves demerger of commodity business undertaking of transferor company with transferee company is expected to result in the following benefits : Realignment and conso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stated that on the direction of this Tribunal dated August 27, 2020 notices were served on the Income-tax Department, the Regional Director, South East Region, Registrar of Companies for the States of Andhra Pradesh and Telangana, NSE and Official Liquidator. Further as per directions, publication was also carried out in Business Standard, English daily (Hyderabad edition) on September 4, 2020 and Nava Telangana, Telugu daily (Hyderabad edition) on September 4, 2020. 8. The Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad vide his affidavit dated November 9, 2020 has stated that he has examined the report of the Registrar of Companies, Hyderabad and stated that the case may be disposed of on merits while considering certain observations. The petitioner-companies have filed reply affidavit dated November 9, 2020 in response to the observations made by the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad where under the petitioner-companies gave undertaking to appropriately comply the observations made therein. We have seen the undertaking affidavit given by the petitioner-companies : Sl. No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any approval. It is further submitted that as per Schedule 2 of the Foreign Exchange Management Regulations, 2017 FII s and NRI can acquire up to 24 per cent. from the stock market under the automatic route with a condition they shall not acquire more than 10 per cent. individually. Further none of the shareholders of the transferor company are non-residents and hence allotment of shares to the shareholders of the transferor company does not attract the provisions relating FEMA/RBI. 11 The hon ble Tribunal may pleased to direct the petitioner-companies to give an undertaking that they will comply with the observations made by NSE in the letter dated February 4, 2019. The petitioner-companies undertake to comply with all the observations made in the letter dated December 4, 2019 by NSE. 12 The hon ble Tribunal may be pleased to direct the petitioner-companies to place on record whether the company being a listed company was required to convene any meeting of publi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he face value of Re. 1 for every 93 equity share of Re. 1 each fully paid-up held by such member or his/her/its heirs executors, administrators or successors in the transferor company whose name is recorded in the register of members of the transferor company on the record date. A person who is holding less than 93 shares in the transferor shall get shares in the transferee company proportionately and any fractional entitlement shall be dealt in accordance with clause 5.3 of the scheme. Copy of the fairness opinion and valuation report is enclosed as per annexure 8. 14. After hearing counsel for the petitioner-companies and considering the material on record, we are of the view that the scheme of arrangement is not opposed to public interest and hence the scheme of arrangement involving demerger can be approved. This Tribunal do further order (1) While approving the scheme of arrangement, we make it clear that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payable in accordance with law or in respect of any permission/compliance with any other requirement which may be specially ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... py of this order along with a copy of scheme of demerger to be delivered to the Registrar of Companies for registration in accordance with rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (11) The scheme of arrangement shall be effective from the appointed date as mentioned in the scheme of arrangement, i. e., April 1, 2019 so as to be binding on all the members, employees, creditors of the petitioner- companies. (12) The resulting company shall pay the difference of stamp duty, if any payable over the increase in the share capital after setting off the fee if any paid by the demerged company. (13) The petitioner-companies should ensure statutory compliance of all applicable laws and also on sanctioning of the present scheme the petitioner-companies shall not be absolved for any of its statutory liability in any manner. (14) The companies shall until the completion of the scheme, file a statement in such form and within such time as prescribed with the Registrar every year duly certified by a chartered accountant or a cost accountant or a company secretary to the effect that the scheme of arrangement is being complied in accorda ..... X X X X Extracts X X X X X X X X Extracts X X X X
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