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IN THE NATIONAL COMPANY LAW TRIBUNAL
MUMBAI BENCH-IV
CP (CAA)/155/MB-IV/2021
In
CA (CAA)/74/MB-IV/2021
In the matter
Of
The Companies Act, 2013
And
In the matter
Of
Section 234 (read with Section 230-232 and Section
66) and Section 230-232 (read with Section 52 and
Section 61 and 66) of the Companies Act, 2013 and
other applicable provisions of the Companies Act,
2013 and rules framed thereunder;
And
In the matter of
Scheme of Amalgamation (Merger by Absorption) and
Arrangement
Of
Trendsutra Cyprus Limited
(“the Transferor Company 1” or “TCL”)
And
Trendsutra Client Services Private Limited
(“the Transferor Company 2” or “TSC”)
And
Trendsutra Cayman Holdings
(“the Transferor Company 3” or “TCH”)
With
IN THE NATIONAL COMPANY LAW TRIBUNAL
MUMBAI BENCH-IV
CP (CAA)/155/MB-IV/2021
In
CA (CAA)/74/MB-IV/2021
________________________________________________________________________________________
Page 2 of 34
Pepperfry Private Limited
(“the Transferee Company” or “PPL”)
and their respective shareholders and creditors (‘the
Composite Scheme of Amalgamation and Arrangement’)
Trendsutra Client Services Private Limited
CIN: U74999MH2011PTC220343
… First Petitioner Company /
Transferor Company 2
Pepperfry Private Limited
CIN: U74990MH2011PTC220126
… Second Petitioner Company
/ Transferee Company
(Hereinafter collectively referred to as ‘the Petitioner Companies’)
Order delivered on: 15.02.2022
Coram:
Mr. Rajesh Sharma
Mr. Kishore Vemulapalli
Hon’ble Member (Technical)
Hon’ble Member (Judicial)
Appearances (via videoconferencing):
For the Applicants
:
Mr Gaurav Joshi a/w Mr. Hemant
Sethi and Ms. Vidisha Poonja i/b
Hemant Sethi & Co., Advocates.
For the Regional Director : Ms. Rupa Sutar, Deputy Director
Office of the Regional Director,
MCA (WR), Mumbai
IN THE NATIONAL COMPANY LAW TRIBUNAL
MUMBAI BENCH-IV
CP (CAA)/155/MB-IV/2021
In
CA (CAA)/74/MB-IV/2021
________________________________________________________________________________________
Page 3 of 34
ORDER
Per: Kishore Vemulapalli, Member (Judicial)
1.
The Court is convened through video conferencing today.
2.
Heard Learned Counsel for the Petitioner Companies. No objector has
come before this Tribunal to oppose the Scheme and nor has any party
controverted any averments made in the Petitions to the said Scheme.
3.
The sanction of the Tribunal is sought under sections Section 234 (read
with Section 230-232 and Section 66) and Section 230-232 (read with
Section 52 and Section 61 and 66) of the Companies Act, 2013 to the
Composite Scheme of Amalgamation (Merger by absorption) and
Arrangement of Trendsutra Client Services Private Limited, (Merger by
Absorption) and Arrangement of Trendsutra Cyprus Limited (“the
Transferor Company 1” or “TCL”) and Trendsutra Client Services
Private Limited (“the Transferor Company 2” or “TSC”) and Trendsutra
Cayman Holdings (“the Transferor Company 3” or “TCH”) with
Pepperfry Private Limited (“the Transferee Company” or “PPL”) and
their respective Shareholders and Creditors (‘Scheme’)
4.
That the Board of Directors of the Petitioner Companies approved the
Scheme in their respective board meetings held on 1st February 2021. The
Appointed Date fixed under the Scheme is Appointed Date 1 or
Appointed Date 2 or Appointed Date 3, as applicable (as defined in the
Scheme).
5.
Learned Counsel for the Petitioner Companies states that the First
Applicant Company is engaged in the business of B2B sale of furniture
and furniture related products, the Second Applicant Company is
engaged in the business of online sale
