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2023 Supreme(Online)(NCLT) 2365
IN THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD COURT - 2 ITEM No232 CP(CAA)/6(AHM)2023 in CA(CAA)/50(AHM)2022 Proceedings under Section 230-232 of Co. Act, 2013 IN THE MATTER OF:
Akar HR Management Pvt Ltd ........Applicant Akar Brokers Pvt Ltd Akar Fare Collection Pvt Ltd ........Respondent Order delivered on 17/07/2023 Coram:
Mr. Shammi Khan, Hon’ble Member(J)
Mr. Ajai Das Mehrotra, Hon’ble Member(T)
PRESENT:
For the Applicant : Ms. Vaibhavi Parikh, Adv.
For the Income Tax : Ms. Pankti Shah, Adv.
For the RD : Mr. Liladhar Sharma, Asst. Director
ORDER
Learned Counsel Ms. Vaibhavi Parikh appears for the Petitioner companies and files Speaking to Minutes seeking rectification of order dated 15.06.2023. We have gone through the application and order dated 15.06.2023. Following rectifications are made in the said order:
1. In the last line of page 12 words “AHMP” is replaced by “AHMPL”. 2. In the fourth line on page 13 word “AFCPL” is replaced by “ABPL”.
3. In the last line on page 13, number of shares is wrongly quoted as 90,000 instead of 99,000. Figure 99,000 to replace figure of 90,000.
The above corrections are carried out under Rule 154 of NCLT Rules and the amended order be uploaded.
In view of the above order, speaking to minutes is disposed of. The registry has wrongly listed the main matter today. Such mistakes should be avoided.
-Sd- -Sd-
AJAI DAS MEHROTRA SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)
IN THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD COURT - 2 ITEM No. 303 CP(CAA)/6(AHM)2023 in CA(CAA)/50(AHM)2022 Proceedings under Section 230-232 of Co. Act, 2013 IN THE MATTER OF:
Akar HR Management Pvt Ltd ........Applicant Akar Brokers Pvt Ltd Akar Fare Collection Pvt Ltd ........Respondent Order delivered on 15/06/2023 Coram:
Mr. Deep Chandra Joshi, Hon’ble Member(J)
Mr. Ajai Das Mehrotra, Hon’ble Member(T)
ORDER
The case is fixed for pronouncement of order.
The order is pronounced in open Court vide separate sheet. -SD- -SD-
AJAI DAS MEHROTRA DEEP CHANDRA JOSHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)
NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD (COURT NO. II)
IN CA (CAA) 50/AHM/2022 [Sections 230-232 and read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamation) Rules, 2016]
In the Matter of Scheme of Arrangement In the Nature of Demerger OF AKAR HR MANAGEMENT PRIVATE LIMITED (Petitioner Company No. 1/ Demerged Company)
AND AKAR BROKERS PRIVATE LIMITED (Petitioner Company No. 2/ Resulting Company No.1)
AND AKAR FARE COLLECTION PRIVATE LIMITED (Petitioner Company No. 3/ Resulting Company No.2)
AND Their Respective Shareholders and Creditors Order Pronounced on: 15/06/2023 Coram:
DEEP CHANDRA JOSHI, HON’BLE MEMBER (JUDICIAL)
AJAI DAS MEHROTRA, HON’BLE MEMBER (TECHNICAL)
MEMO OF PARTIES In the matter of:
AKAR HR MANAGEMENT PRIVATE LIMITED (CIN: U74120GJ2013PTC077942)
Registered office at;
308, Wood Square, Near TGB Restaurant, L.P. Savani Road, New Adajan, Surat-395009 in the State of Gujarat.
…Petitioner Company No. 1/
Demerged Company AND AKAR BROKERS PRIVATE LIMITED (CIN: U67190GJ2022PTC131527)
Registered office at;
308, Woodsquare, Near Vasupujya Apartment, Opposite TGB Hotel, Adajan, Surat-395009 in the State of Gujarat.
… Petitioner Company No. 2/
Resulting Company No.1 AND AKAR FARE COLLECTION PRIVATE LIMITED (CIN: U74910GJ2022PTC131530)
Registered office at;
308, Woodsquare, Near Vasupujya Apartment, Opposite TGB Hotel, Adajan, Surat-395009 in the State of Gujarat.
… Petitioner Company No. 3/
Resulting Company No. 2 For the Petitioners : Ms. Vaibhavi Parikh, Adv.
For the Income Tax Department: Ms. Pankti Shah, Adv. for Ms. Maithili Mehta, Adv.
For the Petitioner:Vaibhavi Parikh
ORDER
1. The present joint Application is filed under Section 230-232 read with other applicable provisions of the Companies Act, 2013 (hereinafter referred to as "the Act"), and read with the Companies (Compromise, Arrangement, and Amalgamations) Rules, 2016, for sanctioning the Scheme of Arrangement in the nature of Demerger and Transfer of Broking Division and Fare Collection Division of Akar HR Management Private Limited („AHMPL‟) (hereinafter referred as De-merged Company) to Akar Brokers Private Limited („ABPL‟) (hereinafter referred as Resulting Company No. 1) and Akar Fare Collection Private Limited („AFCPL‟) (hereinafter referred as Resulting Company No. 2) respectively, and Restructuring of the Capital of these Companies, and their respective Shareholders and Creditors with effect from the Appointed Date on the agreed terms and conditions as set out in the Scheme annexed in accordance with Sections 230 to 232 of the Companies Act, 2013.
2. From the records, it is seen that the first motion seeking directions for convening/dispensing of the meeting of the Equity Shareholders, secured and Unsecured Creditors of all the Petitioner Companies was allowed, vide order dated 24.01.2023.
3. The Petitioner Companies have filed 2nd motion joint petition before this Tribunal on 06.02.2023, vide order dated 16.02.2023, the joint petition was admitted, issuing Notices to the connected Regulatory authorities, and also directing publication in the newspapers “Indian Express” (English language-Surat Edition) and “Divya Bhaskar” (Gujarati language-Surat Edition). Both Petitioner Companies have filed respective compliance affidavits.
4. The Regional Director, North Western Region, MCA has filed common report on 29.03.2023, along with the report of RoC, Ahmedabad. They have sought following directions:
i) Compliance of Section 61, read with Section 64, of the Companies Act, 2013 and payment of stamp duty, registration fees etc. and to file the relevant e-form with respective Registrar of the Companies.
ii) The compliance of section 2 (19AA) of the Income Tax Act.
iii) There is no provision in the Companies Act to reduce the authorized capital of one company and transfer the same to some other company. The Hon‟ble Tribunal may therefore not allow transfer of authorized capital of the demerged company to the authorized capital of resulting company.
iv) The petitioner companies to pay such amount of legal fees/cost to the Central Government which may be considered appropriate by this Hon‟ble Tribunal.
v) The petitioner company to ensure statutory compliance of all applicable laws and also on sanctioning of the present scheme, the petitioner company shall not be absolved from any of its statutory liabilities, in any manner.
vi) To submit the complete list and full details of assets and liabilities which are proposed to be transferred to the resulting company under the scheme.
vii) Necessary stamp duty on transfer of property/assets to be paid to the respective authorities before implementation of the scheme.
5. The Petitioner Companies have filed a common affidavit in reply to the observations of Regional Director and RoC on 11.04.2023 and stated as follows:
i) That in so far as the compliance of provisions under Section 61 of the Act by the Resulting Companies is concerned, the same has already been provided in the present scheme at Clause 13.2 and Clause 13.3 respectively.
ii) That the present scheme being a scheme of arrangement under Section 66 read with Sections 230-232 of the Act is a complete code in itself and considering the principle of „Single Window Clearance‟, it is not necessary for the Resulting companies to comply with the provisions of Section 61 of the Act separately.
iii) That the present scheme being approved and consented by all the equity shareholders of the petitioner companies vide consent letters on affidavit amounts to consenting the entire scheme as a whole, and therefore, no separate procedure is required to be followed as envi
