Aricent Technologies (Holdings) Limited Vs

Shyam Babu Gautam, Member Technical

The Court is convened by videoconference.

Petition Admitted.

Petition fixed for hearing and final disposal on 16th December 2022.

This Company Scheme Petition was filed jointly by the Transferor Company and the Transferee Company with the object to obtain the sanction of this Tribunal to the Scheme of Amalgamation of the Transferor Company with the Transferee Company and their respective shareholders (“Scheme”) for the amalgamation and transfer of the Undertaking (as defined in the Scheme) of the Transferor Company to the Transferee Company with effect from the Appointed Date (i.e. 1 October 2021) on the terms and conditions and in the manner stated in the Scheme.

Learned Representative for the Petitioner Companies states that resolutions approving the Scheme were passed by the Board of Directors of the Transferor Company in their meeting held on 18 January 2022 and by the Board of Directors of the Transferee Company in their meeting held on 10 January 2022.

Learned Representative for the Petitioner Companies further states that Transferor Company is engaged in the business of providing software development and support services and the Transferee Company inter alia is in business of development, designing of software programmes and products, training personnel in connection with the software programmes, dealing with electric and electromechanical products and rendering technical and associated services.

In compliance with the directions contained in the Order dated 10 June 2022 (“Order”)  passed  by  this  Tribunal  in  the Company Scheme Application No. 56 of 2022, the Chairperson appointed for the Tribunal convened meetings of the Transferor Company, has inter alia issued a notice convening the meetings of the equity shareholders and unsecured creditors to each of the equity shareholders and unsecured creditors respectively of the Transferor Company, by registered post or by courier or by speed post or by e-mail. Further, as per the Order, the Chairperson published the notice convening the said meetings in newspapers viz “Free Press Journal” in English language and translation thereof in “Navshakti” in Marathi language.

In compliance with the directions contained in the Order, the Chairperson appointed for the Tribunal convened meetings of the Transferee Company has inter alia issued a notice convening the meetings of the equity shareholders and unsecured creditors to each of the equity shareholders and unsecured creditors respectively of the Transferee Company, by registered post or by courier or by speed post or by e-mail. Further, as per the Order, the Chairperson published the notice convening the said meetings in newspapers viz “Financial Express” in English language and translation thereof in “Loksatta” in Marathi language.

As per the directions contained in the Order, the Chairperson has filed his affidavit of service evidencing the compliance of directions regarding the issue of notices and the advertisements for the Tribunal convened meetings of the equity shareholders and unsecured creditors of the Transferor Company which is annexed as “Annexure P” to the Company Scheme Petition.

As per the directions contained in the Order, the Chairperson has filed his affidavit of service evidencing the compliance of directions regarding the issue of notices and the advertisements for the Tribunal convened meetings of the equity shareholders and unsecured creditors of the Transferee Company which is annexed as “Annexure Q” to the Company Scheme Petition.

As per the directions contained in the Order, the Transferor Company as well as the Transferee Company have inter alia duly dispatched the notices to statutory/ regulatory authorities as directed and filed the affidavit of service, which is annexed as “Annexure R” and “Annexure S” to the Company Scheme Petition.

Learned Representative for the Transferor Company states that in pursuance of the Order, the meetings of the equity shareholders as well as the unsecured creditors of the Transferor Company were duly held on 30 July 2022, wherein the Scheme was approved by the requisite majority of the equity shareholders and the unsecured creditors respectively. The Chairperson has filed his report pursuant to the said meetings of the Transferor Company which is annexed as “Annexure T” to the Company Scheme Petition.

Learned Representative for the Transferee Company states that in pursuance of the Order dated 10 June 2022 the meetings of the equity shareholders as well as the unsecured creditors of the Transferee Company were held on 29 July 2022, wherein the Scheme was approved by the requisite majority of the equity shareholders and unsecured creditors respectively. The Chairperson has filed his report pursuant to the said meetings of the Transferee Company which is annexed as “Annexure T-1” to the Company Scheme Petition.

It is submitted that the present Company Scheme Petition is filed in consonance with Sections 230 to 232 of the Companies Act, 2013 along with the Order passed in Company Scheme Application No. 56 of 2022.

It is hereby directed that a Notice of the hearing be advertised in the newspapers namely, “Free Press Journal”, (English edition), “Navshakti”, (Marathi edition) both having circulation in Mumbai by the Transferor Company and “the Financial Express”, (English edition) and “Loksatta”, (Marathi edition), both having circulation in Pune by the Transferee Company, at least 10 days before the date fixed for hearing.

In addition to the public notices mentioned above, the Transferor Company and Transferee Company are directed to serve notice of the hearing upon:

(i) the Central Government through the office of the Regional Director, Western Region, Mumbai;

(ii) concerned Income Tax Authority within whose jurisdiction the Transferor Company and Transferee Company assessments are made:

Name  of  the Company

Permanent

Account Number

Income                Tax Jurisdiction

Aricent Technologies (Holdings) Limited

AACCK8280B

The     Income     Tax Department,

CIRCLE              1(1),

DELHI, Range 31,

C.R   Building,   New Delhi

Capgemini

AABCM4573E

Office of the

Technology

Assistant

Services

Commissioner of

India

Income-tax; Circle

Limited

1(1), Income-tax

Office; IInd Floor,

P.M.T. Building Swargate; Pune – 411 037

(iii) the concerned Registrar of Companies, each;

(iv) the Official Liquidator, High Court, Bombay; and

(v) the Reserve Bank of India, if required, informing them about the date of final hearing.

The Authorities concerned shall file their reports by then, if not already done.

The Transferor Company and Transferee Company are directed to file an affidavit of service regarding the directions given by the Tribunal before the date fixed for hearing and final disposal of the said Company Scheme Petition and report to this Tribunal that the directions have been duly complied with.

Ordered accordingly.