Information Interface India Private Limited vs Registrar of Companies

Sameer Kakar, Member (Technical)

This is an application filed by the Applicant Companies, namely INFORMATION INTERFACE INDIA PRIVATE LIMITED (for brevity "Transferor Company") and NIYOGIN FINTECH LIMITED (for brevity "Transferee Company") under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed by the INFORMATION INTERFACE INDIA PRIVATE LIMITED and NIYOGIN FINTECH LIMITED with its Shareholders and Creditors. The said Scheme is also commonly appended as Annexure 'A4' to the Application..

The Applicant Companies in this Company Application has sought for the following relief;

Equity

Shareholders

Secured

Creditors

Unsecured

Creditors

Transferor

Company

To dispense with

NIL

To dispense with

Transferee

Company

To Order for Meeting

NIL

To Order for Meeting

An affidavit in support of the above application is sworn for and behalf of the applicant Companies has been filed by Mr. R. Makarand Patanakar in the capacity of Director / Authorised Signatory for the Transferor Company and Transferee Company along with the application and it is also represented that the Registered office of the Transferor and Transferee Company is situated within the territorial jurisdiction of the Bench of this Tribunal and falling within the purview of Registrar of Companies, Chennai.

Information Interface India Private Limited (transferor Company) - CA/669/CAA/2020

(i) There are 3 (Three) Equity Shareholders and list of shareholders to this effect is placed at page 121 and consent affidavits given by all is placed at page no. 122 to 127 of the typed set filed with the application and sought for dispensation with holding of meeting.

(ii) There is NIL Secured Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page 128 of the typed set filed with the application. Hence the necessary of conducting the meeting does not arise.

(iii) There are 2 (Two) Unsecured Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page 129 of the typed set filed with the application and consent affidavits given by both of them are placed at Page no. 130 to 133 of the typed set filed with the application and sought for dispensation with holding of meeting

NIYOGIN FINTECH LIMITED (Transferee Company) - CA/670/CAA/2020

(i) There are 1137 (One thousand One Hundred and Thirty Seven) Equity Shareholders and the list of shareholders to this effect is placed at page 208 to 237 of the typed set filed along with the Application and sought for a direction to convene / hold the meeting.

(ii) There is NIL Secured Creditors and the certificate issued by the Chartered Accountant to this effect is placed at page 238 of the typed set filed along with the Application. Hence the conduct of the meeting does not arise.

(iii) There are 73 Unsecured Creditors and the certificate issued by the Chartered Accountant to this effect is placed at page 240 to 242 of the typed set filed along with the Application and sought for a direction to convene / hold the meeting.

We have perused the application and the connected documents / papers filed therewith including the Scheme contemplated by the Applicant companies.

From the certificate of incorporation filed, it is evident that the Transferor Company is a Private limited company incorporated under the provisions of Companies Act, 1956 on 29.12.2000. The Authorized Share Capital of the Transferor Company is Rs.5,00,000 (Rupees Five Lakh Only) consisting of 50,000 Equity Shares of Rs.10/- each. The Issued, Subscribed and Paid-up Capital of the Transferor Company is  Rs. 3,31,660/- (Rupees Three Lakh Thirty One Thousand six hundred and sixty only) consisting of 33,166 Equity Shares of Rs.10/- each. The Registered office address of the Transferor Company is situated at M.I.G., 944, Ground Floor, TNHB Colony, 1st Main Road, Velachery, Chennai - 600 042.

From the certificate of incorporation filed, it is evident that the Transferee Company was originally incorporated as a Private Limited Company under the name and style as Parmarth Financial Consultants Private Limited on 01.02.1988 and thereafter it has undergone a change of name as Tiberwal Global Finance Private Limited on 23.02.1995. It is seen that the Transferee Company was converted into a public limited Company on 02.03.1995 and its name was changed to Tiberwal Global Finance Limited. Thereafter, vide Fresh Certificate of Incorporation dated 25.06.2013, the name of the Transferor Company was changed to M3 Global Finance Limited and subsequently, vide fresh Certificate of Incorporation dated 12.05.2017, the name of the Transferor Company was changed to Niyogin Fintech Limited and thereafter pursuant to the order of the Regional Director under Section 13(2) of the Companies Act, 2013 issued by the RoC, Chennai, the Registered Office address of the Transferor Company was changed from Mumbai to Chennai on 08.07.2019. The Authorized Share Capital and the Issued, Subscribed and Paid - Up Capital of the Transferee Company as on 28.08.2020 are as follows;

Particulars

Amount (in INR)

Authorized Share Capital

8,90,00,000 Equity Shares of INR 10 each

89,00,00,000/-

90,00,000 Preference Shares of INR 10 each

9,00,00,000/-

Total

98,00,00,000/-

Issued, Subscribed and Paid - up Share capital

8,59,09,778 Equity Shares of INR 10 each

85,90,97,780/-

Total

85,90,97,780/-

The Registered office address of the Transferee Company is situated at M.I.G., 944, Ground Floor, TNHB Colony, 1st Main Road, Velachery, Chennai - 600 042.

The Applicant Companies has filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2020.

The Board of Directors of the Applicant Companies vide meeting held on 16th December 2019 has unanimously approved the proposed Scheme as contemplated above and copies of resolutions passed thereon have been placed on record by the applicant companies.

The Appointed date as specified in the Scheme Shall be 1st October 2019.

The Statutory Auditors of the Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The Certificate of the Statutory Auditors issued in this regard is placed at pages 112 to 120 of the typed set filed along with the CA/669/CAA/2020.

Taking into consideration the application filed by the Applicant Company and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions : -

A. IN RELATION TO THE TRANSFEROR COMPANY:

(i) With respect to Equity shareholders:

Since it is represented by the Transferor Company that there are 3 Equity Shareholders in the Company whose consents by way of Affidavits have been obtained from all and are placed on record, the necessity of convening and holding the meeting is dispensed with.

(ii)  With respect to Secured Creditors:

Since it is represented by the Transferor Company that there is NIL Secured Creditor in the Company, hence the necessity of convening a meeting does not arise.

(iii)  With respect to Unsecured Creditors:

Since it is represented by the Transferor Company that there are 2 Unsecured Creditors in the Company whose consents by way of Affidavits have been obtained from all and are placed on record, the necessity of convening and holding the meeting is dispensed with.

B. IN RELATION TO THE TRANSFEREE COMPANY:

(i) With respect to Equity shareholders:

Meeting of Equity Shareholders is directed to be held on 15.02.2022 at 11:00 AM at the Registered office address of the Transferee Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

(ii) With respect to Secured Creditors:

Since it is represented by the Transferee Company that there is NIL Secured Creditor in the Company, hence the necessity of convening a meeting does not arise.

(iii) With respect to Unsecured Creditors:

Meeting of Unsecured Creditors is directed to be held on 15.02.2022 at 2:00 PM at the Registered office address of the Transferee Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

The quorum for the meeting of the Equity shareholders and Unsecured Creditors of the Transferee Company shall be 15 and 10 respectively.

i)  The Chairperson appointed for the above said meetings shall be Ms. Sneha Jain (Mob:- 98843 34399) and the alternate chairperson appointed for the above said meeting shall be the Director of the Company who has sworn in affidavit on behalf of the respective Applicant Companies. The fee of the Chairperson for the aforesaid meeting shall be Rs. 50,000/- (Rupees Fifty Thousand Only) in addition to meeting his incidental expenses.

ii)  Smt. Chitra Srinivas, PCS (Mob:- +91-9884355245) (Email id:- [email protected]) is appointed as a Scrutinizer and would be entitled to fee of  Rs. 25,000/- (Rupees Twenty Five Only) for services in addition to meeting incidental expenses. The Chairperson(s) will file the reports of the meetings within a week from the date of holding of the above said meetings.

iii)  In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson and Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.

iv) The meetings shall be conducted as per applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5th May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II);

v) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice.

vi)  That the Applicant Company shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily "Business Standard" (All India Edition), and "Dina Mani" Tamil (Tamil Nadu Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies.

vii)  The Chairperson shall as aforestated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme.

viii)  The companies shall individually send notice to concerned Regional Director, MCA, the Income Tax Authorities, Registrar of Companies Chennai, Official Liquidator in respect of Transferor Company, Reserve Bank of India, Securities Exchange Board of India, Bombay Stock Exchange, as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

ix) The applicant companies shall further furnish copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.

x) The Authorized Representative of the Applicant Companies shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.

xi) All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.

The Applications stand allowed on the aforesaid terms.