Simran Travels Private Limited Vs

Heard the Ld. Counsel for the Applicant Companies.

The Counsel for the Applicant Companies submits that the present Scheme is a Scheme of Amalgamation of Simran Travels Private Limited having (“The First Applicant Company/ Transferor Company”) and Upcurve Consumer Technologies Private Limited (Formerly known as Upcurve Business Services Private Limited) having (“The Second Applicant Company/ Transferee Company”) and their respective Shareholders (‘Scheme’) under the provisions of Section 232 read with Section 232 and other applicable provisions of the Companies Act, 2013.

That the First Company is primarily engaged in the businesses as travel, tourist, and passenger sales agent of airlines, shipping lines, railways and road transporter, owned by any Government or Private persons both in India and outside India and agents of contractors of such persons and to act as subagents under any agent registered under any of the airlines, shipping, railway or road transporter, and to act as clearing agent, booking agent for travelers, and tourists. To facilitate travelling and to provide to tourist and travelers conveniences of all kinds including by way of booking of tickets, group tour and tickets, charter booking, circular tickets, berths, seats, reserved place, lodging, hotel accommodation, resorts booking and to provide services of guides, safe deposits, bearers, assistants both within or outside India. The Second Applicant Company is primarily engaged in the businesses as tourist and travel agents, travel planners, guides travel, booking agents and to arrange and operate tours and to facilitate travel and trade across the globe by providing various travel facilities and conveyance for tourist and travellers, and of freight and passage brokers and representatives of airlines, steam ship lines, railways and other carriers whether in India or abroad and to provide the business as package tour operators, daily passenger service operators, tour operators, travel agents, ship booking agents, railway ticket booking agents, airlines ticket booking agents, carrier service agents, courier service agents in India and abroad including developing any kind of software and or products for the development of the company and the travel industry at large through innovative ideas and products and to act as contractors and to facilitate traveling and to provide for tourists and travellers, the provision of convenience of all kinds through tickets, sleeper cars, or berths, reserved places, hotel, hospitality industry’s activities and arrangements, motel and lodging, accommodation guidance, safe deposits, enquiry bureaus, libraries, reading rooms, baggage transport and other allied services; and to carry on the business of offering, in India and Abroad either directly or through collaboration, joint venture, or under licenses and/ or trade agreements, the services of consultancy, advisory and all related services in areas of Software Development, designing, development, customization, implementation, maintenance, testing and benchmarking, developing, storing, computerization and development of Systems & Applications software, systems designing, software engineering, programming, software export, data processing, training, research, development of software packages and computerization, development, Upgradation, manufacturing, processing and up gradation of hardware, software, web-site, web-page, internet, e-mail, online electronic communication systems, data processing, developing, producing, generating, manufacturing and dealing in all types of the computer hardware’s, software’s, computer stationery, data communication, telecommunications, providing consultancy services related to the preparation and maintenance of accounting, statistical or mathematical information and reports, data processing, computer programming and any other business, to operate data and information processing centres and to render all such services as are required by the customers in relation to processing of information and also in the interpretation, application and use of processed data, providing solutions and services related to Web-Technologies, Internet and Ecommerce, in India and abroad. The Transferee Company has also been awarded with the prestigious National Start-up Award by the Hon’ble Prime Minister of India.

The Learned Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies in their respective meetings held on 28th August 2023 have approved the proposed Scheme with the Appointed date as opening hours of 1st day of April, 2023.

Rational for the Scheme are as follows:

i. The Transferor Company and the Transferee Company are working in the same line of business therefore with the intent of aligning the business operations which will allow resultant entity to undertake future expansion strategies and to tap bigger opportunities.

ii. More utilization of Capital, Human resources and infrastructure to create a stronger base for future growth and derive synergies arising out of consolidation of business.

iii. Enhance competitive strength and future business potential, productivity gains and advantages by pooling of resources of the Companies thereby significantly contributing to future growth and maximizing shareholders value and improvement in the competitive position of the combined entity.

iv. Improved organizational capability and leadership.

v. Streamline operations and reduce operational cost of legal entities.

vi. Provide for the pooling of resources of the companies, the scheme will provide strategic fit that is required to counter the Competitive environment of the industry.

vii. Result in economy of scales, reduction in overheads including administrative, managerial, and other

expenditure, operational rationalization, organizational efficiency, and optimal utilization of resources.

viii. The Scheme is commercially and economically viable, feasible, fair and reasonable and is in the interest of the Transferor Company, the Transferee Company and their respective stakeholders.

CONSIDERATION for the Amalgamation as per the Scheme is as follows:

Upon the Scheme coming into effect and in consideration of the amalgamation of the First Applicant Company into the Second Applicant Company pursuant to this Scheme, the Second Applicant Company shall, without any further act or deed, issue and allot Equity shares to each equity shareholder of the First Applicant Company as per their current shareholding, whose name is recorded in the register of members of the First Applicant Company on the Record date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title as the case may be, in the following ratio (the "Share Exchange Ratio"):

“116.23 Equity Shares of Rs. 1/- (Rupees One only) each fully paid-up will be issued by Transferee Company to the shareholders of the Transferor Company for every 100000 (One Lakh) Equity share of face value of INR 10/- (Rupees Ten only) each fully paid up held by such shareholder in the capital of the Transferor Company”

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant Companies as on 31st March, 2023 are as under:

i. The Authorized Share Capital of the First Applicant Company is Rs. 20,00,000/- divided into 2,00,000 Equity Shares of Rs.10/- each. Issued, Subscribed and Paid-up Share Capital of First Applicant Company is Rs. 18,53,000/- divided into 1,85,300 Equity Shares of Rs.10/- each, fully paid-up.

ii. The Authorized Share Capital of the Second Applicant Company is Rs.1,00,000/- divided into 1,00,000 Equity Shares of Rs.1/- each. Issued, Subscribed and Paid-up Share Capital of First Applicant Company is Rs. 89,030/- divided into 89030 Equity Shares of Rs.1/- each, fully paid up.

That there are 2 (Two) Equity Shareholders in the First Applicant Company and that there are 3 (Three) Equity Shareholders in the Second Applicant Company. In view of the Consent Affidavits filed by all the Equity Shareholders of the First/ Second Applicant Company, the meeting of the Equity Shareholders of the First/ Second Applicant Company, for the purpose of considering and approving the proposed Scheme is hereby dispensed with.

That there are no Secured Creditors in the First Applicant Company therefore the question of convening and holding the meeting of Secured Creditors doesn’t not arise. The certificate from the Chartered Accountant certifying no secured creditors of the First Applicant Company.

That there are 2 (Two) Unsecured Creditors in the First Applicant Company as on 7th September, 2023 amounting to Rs. 36,05,17,921/- (Thirty Six Crores Five Lakhs Seventeen Thousand nine Hundred and Twenty One Only). The said Unsecured Creditors have given Consent Affidavit to the Proposed Scheme and for dispensing with. In view of the fact that 100% in value of the Unsecured Creditors of the First Applicant Company has given the Consent Affidavit, the meeting of the Unsecured Creditors of the First Applicant Company is hereby dispensed with.

That there are 1 (One) Secured Creditor in the Second Applicant Company as on 31st day of August, 2023 amounting to Rs. 14,19,62,195/- (Fourteen Crores Nineteen Lakhs Sixty Two Thousand One Hundred and Ninety Five Only). The Sole Secured Creditors has given No Objection Certificate to the Proposed Scheme and for dispensing with. In view of the fact that 100% in value of the Secured Creditor of the Second Applicant Company has given the no objection to the Proposed Scheme, the meeting of the Secured Creditors of the Second Applicant Company is hereby dispensed with.

That there are 19 (Nineteen) Unsecured Creditors in the Second Applicant Company as on 31st July, 2023 amounting to Rs. 15,79,83,447.92/- (Fifteen Crores Seventy Nine Lakhs Eighty Three Thousand Four Hundred Forty Seven and Ninety Two Paise Only). Out of the 19 (Nineteen) Unsecured Creditors, 6 (Six) Unsecured Creditors Amounting to 95.17% of the total value of the Unsecured Creditors have given consent to the Proposed Scheme. The Consent Affidavit of the said Unsecured Creditors. In view of the fact that 95.17% in value of the Unsecured Creditors of the Second Applicant Company have given Consent to the Proposed Scheme and upon an undertaking to serve notice the remaining Unsecured Creditors by Registered Post-AD / Speed Post and through email informing them about the Scheme. In view of this, the Meeting of the Unsecured Creditors of the Second Applicant Company is hereby dispensed with.

The Applicant Companies are directed to serve notices along with a copy of the Scheme under the provisions of Section 230 (5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, upon the –

a. Central Government through the office of Regional Director (Western region), Mumbai.

b. Jurisdictional Registrar of Companies, Maharashtra, Mumbai.

c. Jurisdictional Income Tax Authority within whose jurisdiction the Applicant Company’s assessment are made; i.e for the First Applicant Company PAN: AAFCS3646C and for the Second Applicant Company PAN: AABCU5019K; and to the Nodal Officer at CCIT, Mumbai, 3rd floor, Aaykar Bhavan, Karve Road, Mumbai 400020; and the Nodal Authority in the Income Tax Department having jurisdiction over such authority i.e., Pr. CCIT, Mumbai, Address: - 3rd Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400 020, Phone No. 022-22017654 [E-mail: Mumbai.pccit@incometax.gov.in];

d. Jurisdictional GST Authority(s) (proper officer), within whose jurisdiction such companies are assessed to tax under GST law;

e. Ministry of Corporate Affairs;

f. Competition Commission of India (CCI); and

g. Any other Sectoral/ Regulatory Authorities relevant to the Applicant Companies or their business.

The Transferor Company is also directed to serve the Copy of 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 Notice shall be served through by Registered Post-AD/Speed Post and through email along with copy of scheme and state that “If no response is received by the Tribunal from the concerned Authorities/ Unsecured Creditors within 30 days of the date of receipt of the notice it will be presumed that the concerned Authorities has no objection to the proposed Scheme”. It is clarified that notice service through courier shall be taken on record only in cases where it is supported with Proof of Delivery having acknowledgement of the noticee.

The Applicant Companies will submit –

i. Details of Corporate Guarantee, Performance Guarantee and Other Contingent Liabilities, if any.

ii. List of pending IBC cases, if any, along with all other litigation pending against the Applicant Companies having material impact on the proposed Scheme.

iii. The Applicant Companies shall submit details of all Letters of Credit sanctioned and utilized as well as Margin Money details; if any.

The Applicant Companies are directed to file an Affidavit of Service of the directions given by the Tribunal in the registry for service of notice to the regulatory authorities along with proof of dispatch of documents sent to them, wherever applicable.

Ordered accordingly.