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2025 Supreme(Online)(NCLT) 1868
NATIONAL COMPANY LAW TRIBUNAL
ANIL RAJ CHELLAN, MEMBER (TECHNICAL), K.R. SAJI KUMAR, MEMBER (JUDICIAL)
SERVICEMART TECHNOLOGIES PRIVATE LIMITED – Appellant
Versus
SERVICE LEE TECHNOLOGIES PRIVATE LIMITED – Respondent
C.A.(CAA)/190/MB/2024
For the Appellants/Petitioners: Adv. Afnaan Siddiqui, Adv. Visakha Raghuram
For the Respondents:
The court approved a scheme of amalgamation under the Companies Act, confirming that no meetings of shareholders or creditors were necessary as their rights were unaffected.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Arrangement for Amalgamation - Approval sought for amalgamation of Servicemart Technologies Private Limited and Infinity Internet Private Limited with Service Lee Technologies Private Limited - The rationale includes improving management supervision, reducing legal compliances, and pooling resources. Meetings of shareholders and creditors dispensed with due to no adverse impact on their rights. (Paras 1, 7, 20, 22)
(B) Regulatory Compliance - Notice to be issued to stakeholders and regulatory authorities as per Section 230(5) of the Act. (Paras 23, 24)
Facts of the case:
The application seeks approval for a merger by absorption of two transferor companies into a transferee company, both transferors having no active business and being wholly owned subsidiaries. The scheme aims to enhance operational efficiencies and reduce costs.
Findings of Court:
The Tribunal approved the scheme, dispensing with meetings of shareholders and creditors, as their rights remain unaffected.
Issues: The main issues were the necessity of meetings for approval and the rationale for the scheme.
Ratio Decidendi: The court determined that no meetings were required due to the wholly owned subsidiary structure and no adverse effects on stakeholders.
Result: Application approved.
| Table of Content |
|---|
| 1. details of the amalgamation scheme and company profiles. (Para 1 , 2 , 3 , 4 , 5 , 6) |
| 2. rationale and implications of the proposed scheme. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15) |
| 3. court's decision on dispensing meetings and notice requirements. (Para 18 , 19 , 20 , 21 , 22) |
| 4. procedural instructions for compliance and notice dispatch. (Para 23 , 24) |
| 5. final order of the tribunal. (Para 25) |
ORDER
PER: CORAM
1. This is an Application seeking approval of this Tribunal for a Scheme of Arrangement for Amalgamation (Merger by Absorption) of Servicemart Technologies Private Limited, (First Applicant Company or Transferor Company 1) and Infinity Internet Private Limited, (Second Applicant Company or Transferor Company 2) with Service Lee Technologies Private Limited, (Third Applicant Company or Transferee Company) and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (CCAA Rules).
2. The Learned Counsel for the Applicant Companies submits that the First Applicant Company was incorporated with the object of servicing of Hardware, Software, Mobiles, Smart Phones, other electronic gadgets, electrical appliances and other similar goods and currently has no active business.
3. The Learned Counsel for the Applicant Companies further submits that the Second Applicant Company was incorporated with the object of providing strategic internet marketing, digital marketing services, invest in building web content, portals, applications, web advertising and facilitates online buying and selling of products and services & online Internet portals, providing entertainment, information, education, online platform, marketing and organization of events, etc and currently has no active business.
4. The Learned Counsel for the Applicant Companies also submits that the Third Applicant Company is engaged in the business of providing consultancy services, developing and implementing products for customers on all matters regarding implementation of electronic software and hardware systems.
5. It is submitted that the Board of Directors of the Applicant Companies in their respective meetings held on 05.08.2024 have approved the Scheme. The Appointed Date for the Scheme is 01.04.2024.
6. The Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant Companies as on 31.03.2024 is as under:
i. The Authorised Share Capital of the First Applicant Company is Rs.5,00,000/- divided into 25,000 Equity Shares of Rs.10/- each and 25,000 Preference Shares of Rs.10/- each. Issued, Subscribed and Paid-up Share Capital of the First Applicant Company is Rs.1,18,920/- divided into 10,060 Equity shares of Rs.10/- each and 1,832 Preference Shares of Rs.10/- each.
ii. The Authorised Share Capital of the Second Applicant Company is Rs.3,00,000/- divided into 20,000 Equity Shares of Rs.10/- each and 10,000 Preference Shares of Rs.10/- each. Issued, Subscribed and Paid-up Share Capital of the Second Applicant Company is Rs.1,24,380/- divided into 10,300 Equity Shares of Rs.10/- each and 2,138 Preference Shares of Rs.10/- each.
iii. The Authorised Share Capital of the Third Applicant Company is Rs.4,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs.1/- each and 2,80,00,000 Preference Shares of Rs.1/- each. Issued, Subscribed and Paid- up Share Capital of the Third Applicant Company is Rs.2,28,91,042.80/- divided into 56,37,441 Equity shares of Rs.1/- each, 1,72,40,019 Preference Shares of Rs. 1/- each and 1,35,828 Preference Shares of Rs. 1/- each partly paid up to the extent of Rs. 0.1/- each. Subsequent to the Appointed Date and subsequent to the above balance sheet date and till the date of filing of the Company Application, the Transferee Company has allotted 2,610 (Two Thousand Six Hundred and Ten) equity shares to the employees who had exercised their stock options under this Employees’ Sto
