Akar Estate & Finance Private limited And Ors. vs Illusie Produkt Private Limited

The Bench is convened through video conferencing today.

Learned Counsel for the Applicant Companies states that the present Scheme is a Scheme of Amalgamation of Akar Estate & Finance Private Limited, Applicant Company No.1, Future Hospitality Private Limited, Transferor Company No.2, Future Lighting India Limited, Transferor Company No.3, Future Outdoor Media Solutions Limited, Transferor Company No.4, Idea India Ka Innovations Private Limited, Transferor Company No.5, Kyal Trading Private Limited, Transferor Company No.6, R.K.P. Business Concepts Private Limited, Transferor Company No.7 and Retail Light Techniques India Limited, Transferor Company No. 8 with Illusie Produkt Private Limited, Transferee Company under sections 230 to 232 of the Companies Act, 2013 ('Scheme').

Learned Counsel for the Applicant Companies states that the Board of Directors of the Transferor Company and Transferee Company in their respective meetings conducted on 4th January, 2021 for the Applicant Companies have approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2020.

The rational of the Scheme is that the amalgamation of Transferor Companies with Transferee Company would inter alia have the following benefits:

(a) Economies of scale, greater integration, greater flexibility, most effective network and greater market reach for the amalgamated entity and will improve the competitive position of the combined entity.

(b) Operational synergies to the amalgamated entity which can be put to the best advantage of the stakeholders. The amalgamation will be value accretive through a realization of business synergies.

(c) Cost savings, which are expected to flow from more focused operational efforts, standardization and simplification of business processes, productivity improvements, and improved procurement.

(d) Carrying on and conducting the business more efficiently and advantageously, more productive and optimum utilization of various resources.

That there are 2 Equity Shareholders in the Applicant Company No. 1. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.1, which are annexed as 'Exhibit N-1' to the Company Scheme Application.

That there are 2 Equity Shareholders in the Applicant Company No. 2. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.2, which are annexed as 'Exhibit N-2' to the Company Scheme Application

That there are 7 Equity Shareholders in the Applicant Company No. 3. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.3 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.3, which are annexed as 'Exhibit N-3' to the Company Scheme Application

That there are 7 Equity Shareholders in the Applicant Company No. 4. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 4 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.4, which are annexed as 'Exhibit N-4' to the Company Scheme Application

That there are 2 Equity Shareholders in the Applicant Company No. 5. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.5 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.5, which are annexed as 'Exhibit N-5' to the Company Scheme Application

That there are 2 Equity Shareholders in the Applicant Company No. 6. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.6 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.6, which are annexed as 'Exhibit N-6' to the Company Scheme Application

That there are 2 Equity Shareholders in the Applicant Company No. 7. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.7 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.7, which are annexed as 'Exhibit N-7' to the Company Scheme Application

That there are 7 Equity Shareholders in the Applicant Company No. 8. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.8 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.8, which are annexed as 'Exhibit N-8' to the Company Scheme Application

That there are 2 Equity Shareholders in the Applicant Company No. 9. Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.9 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% Equity Shareholders of the Applicant Company No.9, which are annexed as 'Exhibit N-9' to the Company Scheme Application

That the counsel for the Applicant Companies submits that there are no Secured Creditors in the Applicant Companies as mentioned in Para 72 to 80 of the Application as on 30th November, 2020.

That there are 3 Unsecure Creditors in Applicant Company No. 1 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No.1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 99.96% in value of Unsecured Creditor of the Applicant Company No.1, which are annexed as 'Exhibit A-1' to the Further Affidavit filed with Company Scheme Application

That there are 2 Unsecure Creditors in Applicant Company No. 2 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 99.15% in value of Unsecured Creditor of the Applicant Company No.2, which are annexed as 'Exhibit B-1' to the Further Affidavit filed with Company Scheme Application

That the counsel for the Applicant Companies submits that there are no Unsecured Creditors in the Applicant Company No. 3 mentioned in Para 83 of the Application as on 30th November, 2020.

That there are 3 Unsecure Creditors in Applicant Company No. 4 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No.4 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 99.99% in value of Unsecured Creditor of the Applicant Company No.4, which are annexed as 'Exhibit C-1' and 'Exhibit C-2' to the Further Affidavit filed with Company Scheme Application

That there is only 1 Unsecure Creditor in Applicant Company No. 5 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 5 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% in value of Unsecured Creditor of the Applicant Company No.5, which are annexed as 'Exhibit D-1' to the Further Affidavit filed with Company Scheme Application

That there are 5 Unsecure Creditors in Applicant Company No. 6 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 6 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% in value of Unsecured Creditor of the Applicant Company No.6, which are annexed as Exhibit 'E-1' TO 'E- 5' to the Further Affidavit filed with Company Scheme Application

That there is 1 Unsecure Creditor in Applicant Company No. 7 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 7 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% in value of Unsecured Creditor of the Applicant Company No.7, which are annexed as 'Exhibit F-1' to the Further Affidavit filed with Company Scheme Application

That there are 3 Unsecure Creditors in Applicant Company No. 8 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 8 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 100% in value of Unsecured Creditor of the Applicant Company No.8, which are annexed as 'Exhibit G-1' to ' Exhibit G-3' to the Further Affidavit filed with Company Scheme Application

That there are 3 Unsecure Creditors in Applicant Company No. 9 as on 30th November, 2020. The Ld. Counsel for the Applicant Companies states that the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 9 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of the Applicant Companies, is dispensed with in view of the consent affidavits given by the 99.98% in value of Unsecured Creditor of the Applicant Company No.9, which are annexed as 'Exhibit H-1' and 'Exhibit H-2' to the Further Affidavit filed with Company Scheme Application.

Annexed hereto and marked as Exhibit A to this order is the short summarized synopsis for the ready reference.

The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice it will be presumed that Regional Director and/ or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

The Applicant Companies to serve the notice upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, If no response is received by the Tribunal from the Registrar of Companies within 30 days of the date of receipt of the notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules. 2016.

The Applicant Companies to serve the notice on the concerned Income Tax Authority as per the following details:

Applicant Company No.

Name of the Company

PAN Number

Address of the concerned income Tax Authority

1

Akar Estate & Finance

Pvt Limited

AACCA2415Q

The Income Tax Officer, Ward 8(1), Kolkata, Aayakar Bhavan, Kolkata

2

Future Hospitality Private

Limited

AABCL4630K

The Income Tax Officer, Ward 9(3)(1), Mumbai, Aayakar Bhawan, Mumbai

3

Future Lighting India

Limited

AALCS7931C

The Income Tax Officer, Ward 11(1)(1), Mumbai, Ayakar Bhawan, Mumbai

4

Future Outdoor Media Solution Limited

AABCF2402P

The Income Tax Officer, Ward 9(3)(1), Mumbai, Aayakar Bhawan, Mumbai

5

Idea India Ka Innovation Private Limited

AAECI7910E

The Income Tax Officer, Circle 26(1), Mumbai, Dgit(Vigilance)(West).

6

Kyal Trading Private

Limited

AAACU8119R

The Income Tax Officer, Circle 4(3)(1), Mumbai, Aayakar Bhawan, Mumbai

7

R.K.P. Business Concepts Private Limited

AAHCR6637C

The Income Tax Officer , Ward 15(3)(1), Mumbai, Aayakar Bhawan, Mumbai

8

Retail Light Technique Private Limited

AAGCA0783 M

The Income Tax Officer, Circle 3(1)(1), Mumbai, Aayakar Bhawan, Mumbai

9

Illusie Produkt Private

Limited

AAECI7053C

The Income Tax Officer, Ward 12(2)(1), Mumbai, Aayakar Bhawan, Mumbai

The Applicant Company's assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Income Tax Authority within 30 days of the date of receipt of the notice it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Transferor Companies are also directed to serve intimations of the Scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. T.R. Chadha & Co. LLP, Address: 502, 5th Floor. Marathon Icon, Veer Ganpat Rao Kadam Marg, Lower Parel, Mumbai-400013, Contact: 022-49669000/22, Email: [email protected], Chartered Accountant, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Company for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Companies to pay fees of Rs. 2,00,000/- for this purpose. If no representation / response is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation / objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Applicant Companies to file an affidavit of service within 10 working days after serving to notice to all the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.

The Appointed Date is 1st April, 2020