Back
2025 Supreme(Online)(NCLT) 2452
NATIONAL COMPANY LAW TRIBUNAL
Khetrabasi Biswal, Kaushalendra Kumar Singh, JJ
India Comnet International Private Limited – Appellant
Versus
Infinite Computer Solutions (India) Limited – Respondent
Second Motion Joint Company Petition | CP(CAA)No.18/Chd/Hry/2024
For the Petitioner Companies: Mr. Atul V. Sood
For the Income Tax Department: Mr.Yogesh Putney
For the RoC/RD: Mr. Vineet Khatri
For the Official Liquidator: Mr. Edward Augustine George
The court held that the Scheme of Arrangement complied with statutory requirements under the Companies Act, leading to its approval.
Headnote:(A) Companies Act, 2013 - Sections 230-232, Section 66 - Scheme of Arrangement - Joint Company Petition for obtaining sanction of the Scheme of Arrangement - No objections received - All requisite statutory compliance fulfilled. (Paras 1 - 17)
(B) Regulatory Compliance - Tribunal directed compliance with provisions of Companies Act, mandatory filing, and advertisement of hearing for public notice (Paras 4 - 5)
(C) Tax Implications - No adverse observations from the Income Tax Department regarding the Scheme with safeguards for future compliance (Paras 9 - 10)
Facts of the case:
This Petition involves a Scheme of Arrangement among five companies for reducing share capital and transferring assets and liabilities, initially sanctioned under Sections 230-232 of the Companies Act, with necessary compliance and no objections from authorities.
Findings of Court:
The Tribunal sanctioned the Composite Scheme of Amalgamation as meeting statutory requirements and in absence of any objections.
Issues: The main issues addressed were compliance with the Companies Act, disclosures to stakeholders, and tax implications.
Ratio Decidendi: The court emphasized the Scheme’s compliance with applicable laws and that no objections were raised by concerned regulatory authorities, thereby justifying the sanction.
Result: The Scheme is approved and sanctioned.
| Table of Content |
|---|
| 1. scheme involves capital reduction and transfer of assets. (Para 1 , 4) |
| 2. no objections received from statutory authorities. (Para 5) |
| 3. tribunal finds compliance with statutory requirements. (Para 13 , 14) |
ORDER
1. This Second Motion Joint Company Petition (hereinafter referred to as the “Petition”) has been filed for obtaining sanction of this Tribunal to the Scheme of Arrangement amongst India Comnet International Private Limited (hereinafter referred to as the “Petitioner No. 1” or “Transferor Company No. 1”), Infinite Techdata Limited (hereinafter referred to as the “Petitioner No. 2” or “Transferor Company No. 2”), Infinite Techmind Limited (hereinafter referred to as the “Petitioner No. 3” or “Transferor Company No. 3”), Infinite Tech Ventures Limited (hereinafter referred to as the “Petitioner No. 4” or “Transferor Company No. 4”) and Infinite Computer Solutions (India) Limited (hereinafter referred to as the “Petitioner No. 5” or “Transferee Company”) under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 (hereinafter referred to as the “Act”), the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (hereinafter referred to as the “CAA Rules”). The copy of the Scheme is annexed as Annexure P-1 to the Petition.
2. The Petitioner Companies had filed Joint First Motion Company Application bearing CA ( CA A) No.10(CH)2024 before this Tribunal for seeking directions for dispensing with the requirement of convening of meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Companies, which was allowed and disposed of vide Order dated 14.05.2024, with the directions to dispense with the requirement of convening of meetings of above stakeholders of the Petitioner Companies for the reasons mentioned in the aforesaid order. A copy of the said order has been attached as Annexure P-18 to the Petition.
3. It is also submitted that the present Scheme involves reduction of share capital of Transferee Company and the relevant paragraph is reproduced below:
18.REDUCTION OF SHARE CAPITAL OF THE TRANSFEREE COMPANY
181.1. As on 31 January 2024, the issued, subscribed and paid-up share capital of the Transferee Company is INR 32,67,20,950 consisting of 3,26,72,095 equity shares of face value INR 10 each fully paid up. Further, as on 31 January 2024, IT LLC is holding 2,13,72,132 equity shares representing 65.41% of the paid-up capital of the Transferee Company.
181.2. The issued, subscribed and paid-up share capital of the Transferee Company as held by IT LLC as on Effective Date shall be cancelled and extinguished to the extent of 1,06,58,277 equity shares, by distributing in consideration thereof an aggregate of 50,50,000 equity shares representing 100% of the paid-up capital of ICS Inc. as held by the Transferee Company, as per the Valuation certificate dated 01 March 2024, carried out by Incwert Advisory Private Limited.
181.3. Upon the Scheme becoming effective, and without any further act or deed by IT LLC (including but not limited to surrendering of share certificates and / or sending appropriate instructions to the Depository Participants), 1,06,58,277 equity shares held by IT LLC in the Transferee Company shall stand cancelled, extinguished and rendered invalid.
181.4. Further, it is clarified that there shall be no change and/ or reduction in the authorized share capital of the Transferee Company pursuant to the reduction and cancellation of the equity shares pursuant to Clause 18.2 above.
181.5. The Transferee Company shall comply with the provisions (including necessary filings, if any) of Foreign Exchange Management Act, 1999 and the regulations therein.
181.6. The Capital Reduction shall be effected as an integral part of the Scheme.
4. In the second motion proceedings, this Tribunal vide Order dated 03.07.2024, issued the following directions to the Petitioner Companies:
i. The Petitioner Companies shall advertise the notice of hearing of the petition i
