The tribunal approved the amalgamation scheme under the Companies Act, confirming compliance with statutory requirements and safeguards for employee interests.

ORDER

1. This is a second motion petition filed on 17.12.2024 inter alia seeking for the sanction of Scheme of Amalgamation of the Petitioner Companies w.e.f. the Appointed date or such other date as determined in terms of the Scheme so as to be binding on all the shareholders and creditors of all the Companies U/s.232 of the Act.

2. The Petitioner Company had filed First Motion Application bearing C.A (CAA) No. 14/BB/2023 before this Tribunal in which meetings dispense with the meeting of the equity shareholders, preference shareholder, secured creditors and unsecured creditors.

3. When the petition was listed on 20.01.2025, through Physical Hearing, the following directions were issued:-

“In addition to the above public notice, the Petitioner Companies shall serve the Notice of the Petition on the following Authorities, namely, (a) The Regional Director (South East Region), Hyderabad (b) The Registrar of Companies Karnataka, Bengaluru (c) Official Liquidator, Bengaluru (d) Designated Nodal Officer – Principal Chief Commissioner of Income Tax, Karnataka & Goa (d) Jurisdictional Income Tax Authorities of Petitioner Companies (e) Reserve Bank of India, Bengaluru (f) Special Economic Zone Authorities along with a copy of this Petition and the Annexures filed therewith by Speed Post immediately and to such other Sectoral Regulator(s) who may govern the working of the Petitioner Company involved in the Scheme as per Rule 8 of the Companies (CAA) Rules, 2016, with a direction that they may submit their representation, if any, within thirty days from the date of receipt of such notice, failing which, it will be presumed that the said Authority has no representation to make to the Scheme.”

4. Pursuant to the aforesaid notice, Petitioner Companies informed that until the date of filing of affidavit of compliance they have not received any objection from any person nor from any of the objector (s) nor their representatives as contemplated under sub-section (4) of Section 230 of the Act.

5. The main objects, dates of Incorporation, authorized, issued and paid-up share capital, rationale of the scheme and interest of employees have been discussed in detail in the first motion order dated 17.10.2024. The Board Resolution of the Petitioner Companies approving the Scheme is Annexure-11 & 12

6. It is submitted that the Certificate of Statutory Auditors of the Petitioner Companies, stating that the accounting treatment contained in Clause 12 is in compliance with the applicable Indian Accounting Standards and other Generally Accepted Accounting Principles. The aforesaid Certificates are attached as Annexures-23 & 24 to the Petition.

7. The latest audited financial statement as on 31.03.2023 and the provisional financial statements as on 30.06.2024 of the Petitioner Company No.1 & 2 are attached as Annexures-4, 5 & 9 & 10 respectively to the Petition. The Valuation Report for Amalgamation of the Petitioner Companies is Annexure –22

8. As per the Scheme, the “Appointed Date” means 01.04.2024 or such other date as may be fixed by this NCLT or mutually agreed by the Board of Directors of the Transferor Company and Transferee Company.

9. In pursuant to the notice, the Regional Director (RD) and the Registrar of Companies (ROC) have filed their Common report vide Dairy No.1179 dated 04.03.2025. Both RD and RoC have raised the following observations vide para 2 of their report :

1. As per the latest shareholders list attached to the last Annual Return filed as on 31/03/2024 of the Transferor Company, INTUIT INDIA PRODUCT DEVELOPMENT CENTRE PRIVATE LIMITED (Transferee Company), a Body Corporate, holds major Equity Shares of 99.99% in the Transferor Company. As per the latest shareholders list attached to the last Annual Return filed as on 31/03/2024 of the Transferee Company, INTUIT INC. USA, a foreign body corporate, holds major Equity Shares of 99.99% in the Transferee Company.

2. As per Para 1.5 of Part-A of the Scheme, the appointed date is 1st April, 2023