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2023 Supreme(Online)(NCLT) 1802
CA(CAA) NO. 112/MB OF 2021 In the matter of the Companies Act, 2013;
AND In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder as in force from time to time;
AND In the matter of Scheme of Arrangement in the form of Merger by absorption of ALLYGROW ENGINEERING SERVICES PRIVATE LIMITED, the Transferor Company with ALLYGROW TECHNOLOGIES PRIVATE LIMITED, the Transferee Company.
ALLYGROW ENGINEERING SERVICES ) PRIVATE LIMITED, a company incorporated ) under the Companies Act, 2013 having its ) registered office at House No. D-7, ) Gopalkrishna CHS, Pimpale Nilakh Aundh )
Camp, Pune 411027, Maharashtra. ) …First Petitioner CA (CAA)/112/MB/V/2021 CIN: U72200PN2015FTC167067 Company / Transferor Company.
ALLYGROW TECHNOLOGIES PRIVATE ) LIMITED, a company incorporated under the ) Companies Act, 2013 having its registered ) office at Office No. 4A, Ground Floor, IT-8 )
Building, Plot No. 2, Qubix Business Park, ) …Second Petitioner SEZ, Blue Ridge Township, Phase II, Near Company/ Transferee Rajiv Gandhi Infotech Park – Phase I, Company.
Hinjewadi, Pune-411057.
CIN: U74900PN2015PTC155682 Order dated: 09.02.2024 Coram Reeta Kohli: Hon’ble Member, (Judicial)
Madhu Sinha: Hon’ble Member, (Technical)
Appearances(PH)
For the Petitioner(s): Mr. Ashish Lalpuria, Practising Company Secretary of M/s. Ashish O. Lalpuria & Co., Mr. Mahesh Darji, Practising Company Secretary of M/s. Nilesh Shah & Associates For the Regional Director: Mr. Tushar Wagh, Deputy Director for the Office of the Regional Director CA (CAA)/112/MB/V/2021
For the Petitioner:NILESH SHAH AND ASSOCIATES
ORDER
Per: Reeta Kohli, Member (Judicial)
The sanction of the Tribunal is sought under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Act) for confirmation of the Scheme of Arrangement in the form of Merger by absorption of ALLYGROW ENGINEERING SERVICES PRIVATE LIMITED, the First Petitioner Company/ Transferor Company; with ALLYGROW TECHNOLOGIES PRIVATE LIMITED, the Second Petitioner Company / Transferee Company and their respective Shareholders.
1. The Scheme envisages Arrangement in the form of Merger by absorption of ALLYGROW ENGINEERING SERVICES PRIVATE LIMITED, the First Petitioner Company/ Transferor Company with ALLYGROW TECHNOLOGIES PRIVATE LIMITED, the Second Petitioner Company / Transferee Company.
2. We have heard the Learned Authorised Representative for the Petitioner Companies and the Deputy Registrar of Companies, for Regional Director, Western Region, Ministry of Corporate Affairs. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition.
3. The Learned Authorised Representative for the Petitioners submits that the Petitioner Companies are directly or indirectly in the same line of business activities. The Transferor Company is engaged in to the business of inventing and developing of software systems. The Transferee Company is engaged in the business of providing engineering, design development and manufacturing consultancy solutions.
4. The Board of Directors of Petitioner Companies have approved the scheme at their respective Board Meetings conducted on 11th December, 2020 respectively. The appointed date of the scheme is 1st April, 2023.
5. The learned Counsel for the Petitioner Companies further submitted the following rationale for the Scheme:
i. Reduction in number of entities leading to simplification of group structure;
ii. Pooling of resources;
iii. Enable cost saving and reduction in administrative inefficiencies;
iv. Combining / consolidating business and Reduction in administrative overheads; v. Reduction of intra-group transactions and compliance requirements under various laws;
vi. Reduction of operating and compliance costs; and vii. Enhancing shareholder’s value;
6. The Company Petition is filed in consonance with Sections 230 to 232 of the Act along with the order dated 23rd September, 2021 passed in CA (CAA) No. 112/MB/2021 of this Tribunal.
7. The Learned Authorised Representative appearing on behalf of the Petitioner Companies submits that the Transferor Companies is a wholly owned subsidiary of the Transferee Company and therefore no shares will be issued upon amalgamation.
8. The Learned Authorised Representative appearing on behalf of the Petitioner Companies stated that the Petitioner Companies have complied with all requirements as per directions of the Tribunal and have filed necessary affidavits of compliance with the Tribunal. Moreover, the Petitioner Companies undertake to comply with all statutory/regulatory requirements, if any, as required under the Act and the Rules made thereunder. The undertaking given by the Petitioner Companies is accepted.
9. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its Report dated 02nd August, 2023 inter alia stating therein its observations on the Scheme as stated in para 2 (a) to (j) of the Report. In response to the observations made by the Regional Director, the Petitioner Companies filed an Affidavit in Rejoinder and have given necessary clarifications and undertakings. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:
10. The Regional Director appeared through its representative Mr. Tushar Wagh, Deputy Director (RDW) and submitted that their observations/ objections have been satisfactorily explained by the Petitioner Companies and are acceptable to them. Hence, the Regional Director does not have any f
