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2025 Supreme(Online)(NCLT) 8292
NATIONAL COMPANY LAW TRIBUNAL
Smt. Bidisha Banerjee, Member (Judicial), Cmde Siddharth Mishra, Member (Technical)
SVF ENTERTAINMENT PRIVATE LIMITED VS
CA (CAA) No. 139/KB/2025
For the Petitioners: Mr. Arani Guha
For the RD (ER): Ms. Madhuri Pandey, PCS, Mr. Pankaj Srivastava, Dy. Director
The court sanctioned a Composite Scheme of Amalgamation, ensuring compliance with statutory requirements and promoting operational efficiency among the companies involved.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Petition for sanction of Composite Scheme of Amalgamation - Direction for demerger of Media Business Undertaking into Resulting Company and amalgamation of Remaining Business Undertaking of Transferor Company - All statutory formalities complied with and no objections raised by authorities. (Paras 2-22).
(B) Purpose - To enhance operational efficiency, optimize core competencies and maximize shareholder value. (Paras 1, 16).
(C) Result - Scheme sanctioned effective from 1st April, 2024, all assets and liabilities of Transferor Company vested in Transferee Company. (Paras 22-24).
| Table of Content |
|---|
| 1. court's authority to sanction amalgamations under companies act. (Para 1 , 2 , 20) |
| 2. demonstration of compliance with regulations and proper notifications. (Para 3 , 4 , 17) |
| 3. eligibility and readiness for the scheme as stated by legal advisors. (Para 5 , 6 , 10) |
| 4. strategic benefits of the amalgamation and confirmation by stakeholders. (Para 16 , 22) |
| 5. final verdict providing clearance for amalgamation. (Para 24 , 25) |
ORDER
Per: Siddharth Mishra, Member (Technical)
1. The Court congregated through hybrid mode.
2. The instant petition has been filed in the second stage of the proceedings under Section 230 (6) read with Section 232 (3) of the Companies Act, 2013 (“Act”) for sanction and confirmation of Composite scheme of Amalgamation and Arrangement of ALEXCY MARKETING PVT. LTD. (“TRANSFEREE COMPANY”), VKM TECHNOLOGIES PRIVATE LIMITED (“RESULTING COMPANY”) and SVF ENTERTAINMENT PRIVATE LIMITED (“DEMERGED COMPANY” OR “TRANSFEROR COMPANY”) whereby and whereunder the demerging of the Media Business Undertaking into the Resulting Company and amalgamation of Remaining Business Undertaking of the Transferor Company with Transferee Company is proposed from the Appointed Date, i.e. “Appointed Date for Demerger” or “Demerger Appointed Date” means opening business hours of 1st April, 2024 and “Appointed Date for Merger” or “Amalgamation Appointed Date” “means opening business hours of 1st April, 2024, after giving the effect of transfer and vesting of the Media Business Undertaking in the manner” and Connected with CA ( A) No. 139/KB/2025 on the terms and conditions stated in the said Composite Scheme of Amalgamation and Arrangement (“Scheme”). A copy of the said Scheme of Amalgamation (“Scheme”) is annexed to the Company Petition marked – Annexure-I in VOL I at Page No 65-136.
3. It is submitted by Ld. Counsel appearing for the Petitioner(s) that the Appointed Date as per the Scheme means April 01, 2024
4. It is submitted by Ld. Counsel appearing for the Petitioners (s) that the Petitioner Company being ALEXCY MARKETING PVT. LTD. (“TRANSFEREE COMPANY”) is a Non-Banking Finance Company duly registered with Reserve Bank of India and is holding a valid Certificate of Registration issued by the said Bank. Further, the Scheme does not trigger the conditions requiring prior RBI approval under Circular RBI/2015-16/122 dated July 09, 2015 i.e., there will be no change in the shareholding of the NBFC, Alexcy Marketing Private Limited, resulting in an acquisition or transfer of 26% or more of its paid- up equity capital. A copy of the communications made to RBI is annexed with the application as Annexure-V in VOL III at Page Nos. 514-516.
5. It is submitted by the Ld. Counsel appearing for the Petitioner(s) that, the list of equity Shareholders of the Petitioner Companies as on 29-03-2025 duly certified by the statutory auditors of the Connected with CA ( A) No. 139/KB/2025 Company are all collectively annexed to the Company Petition marked – Annexure – G, H & I in Vol II at Pages 324-333.
6. It is submitted by the Ld. Counsel appearing for the Petitioner(s) that the list of Secured Creditors of the Petitioner Companies as on 29-03-2025 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – J, K & L in VOL II at Pages 334-351.
7. It is submitted by the Ld. Counsel appearing for the Petitioner(s) that, the list of Unsecured Creditors of Petitioner Companies as on 29-03-2025 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – J, K & L in VOL II at Pages 334-351.
8. It is submitted by the Ld. Counsel appearing for the Petitioner (s) that a copy of the order dated 25th July, 2025 passed by this Tribunal in Company Application C.A. (CAA) NO 139/ KB/ 2025 is annexed to the Company Petition marked – Annexure – T, in VOL III at Page Nos. 435-441.
9. It is submitted by Ld. Counsel appearing f
