TaxTMI 
TaxTMI 
2021 (1) TMI 989
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....eholders. 4. The Petitioner Companies have approved the Scheme by passing a Board Resolution at their respective Board meetings held on 20th March, which is annexed at Annexure G to the Joint Company Scheme Petition and that thereafter they have approached the Tribunal for sanction of the Scheme. 5. The Demerged Company is engaged in the business of selling gift articles to individuals and corporate clients through various channels including its online website, store and direct sales. It is also engaged in the business of providing food and confectionaries. The Resulting Company is engaged in the business of software development services. 6. Learned Counsel appearing on behalf of the Petitioner Companies states that the Petition is filed in consonance with the Order dated 10th June, 2020 passed in Company Application bearing C.A.(CAA)/994/MB.IV/2020 of this Tribunal. 7. The Learned Counsel for the Petitioner Companies further submits the rationale for the proposed Scheme of Arrangement between Giftease Technologies Private Limited and Cybage Software Private Limited and their respective shareholders is as under: • Presently, Demerged....
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..... The scheme entails the details of remaining business etc at clause 17, the same is extracted below: "17.1 The Remaining Business of the Demerged Company and all assets, liabilities, incentives, rights and obligations pertaining thereto shall continue to be vested in and managed by the Demerged Company in the manner as provided below. 17.2 All legal and other proceedings including any insurance claims by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matter arising before the Effective date and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duty, of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced by or against the Demerged Company. 10. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its report dated11th August 2020 before this Tribunal inter alia stating therein that save and except as stated in paragraph IV (a) to (g)of the said rep....
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....iberty be given to Central Government to file further report if any required; e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such Authorities is binding on the Petitioner Company(s). f) As regards Part-II-Clause 16(16.1 & 16.2) of the Scheme (Amendment to Memorandum of Associations of the Resulting Company) Upon the Scheme becoming effective, the Object Clause of Memorandum of Association of Resulting Company will be altered. In this regard it is submitted that Hon'ble Tribunal may kindly direct the petitioner to comply with provisions of section 13 of the Companies Act, 2013 and to file necessary e forms with ROC Pune with requisite filing fee. g) In view of the observation raised by the ROC Pune, mentioned at para 18 above Hon'ble NCLT may pass appropriate orders/ orders as deem fit 18. Status of ROC report: Obs....
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....es and therefore the question of sending notices to secured creditors does not arise. Further, the Scheme is an arrangement between the Petitioner Companies and their respective shareholders and there is no diminution of any liability towards any unsecured creditor of the Petitioner Companies. Accordingly, the Tribunalhad granted dispensation from conducting meeting of creditors of Petitioner Companies and had directed to send notices to the unsecured creditors of the Petitioner Companies. d) As far as observations made in paragraph IV (d) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel confirm and undertake that the Scheme enclosed to the Company Application and Company Petition is one and the same and there is no discrepancy or deviationin the said Scheme. e) As far as observations made in paragraph IV (e) of the Report of Regional Director is concerned, the Petitioner Companies through its Counsel states that as per the order of this Tribunal the Petitioner Companies have served notices under section 230(5) of the Companies Act 2013 upon all the regulatory authorities which are likely to be affecte....