Dietrich Engineering Consultants India Private Limited Vs

P.N. Deshmukh, Member Judicial

The hearing of the Bench is convened through videoconference.

Learned Counsel for the Transferor Company and Transferee Company (collectively referred to as ‘Applicant Companies’) states that the present Scheme is a Scheme of Amalgamation of DIETRICH ENGINEERING CONSULTANTS INDIA PRIVATE LIMITED, the Transferor Company with DECBECTOCHEMENGINEERINGPRIVATE LIMITED, the 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 Applicant Company/ Transferor Company and Transferee Company in their respective meetings conducted on 24h September, 2021 for the Applicant Company/ Transferor Company and the Transferee Company have approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2021.

The rationale for the proposed Scheme is as under:

a. The Transferor Company and Transferee Company are engaged in similar business activities. The proposed Amalgamation would result in business synergy, pooling of physical, financial and technical resources of these Companies for their most beneficial utilization in the combined entity.

b. With a view to maintain a simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge and amalgamate all the undertakings of Transferor Company with Transferee Company. The amalgamation of all undertakings of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations. This would enable streamlining the activities and consequently reducing managerial overlaps. The amalgamation will result in streamlining management structure leading to better administration, reduction in cost, focused operational efforts and simplification of business processes.

c. It would be advantageous to combine the activities and operations of both the Companies into a single Company for leveraging financial and operational resources and reflecting stronger financial position. The amalgamation will bring in simplicity in working, reduction in various statutory and regulatory compliances and related costs which presently are being duplicated. It will also result in reduction in operational and administrative expenses, better cost and operational efficiencies and facilitate optimum utilization of resources.

d. The amalgamation will streamline the decision making process and help in better utilization of business resources.

e. Amalgamation will result in pooling of assets, technical knowledge, consolidation of marketing and business data and resources thereby helping in future growth of the amalgamated entity.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company/ Transferor Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation is dispensed with in view of the consent given by the four Equity Shareholders of the Applicant Company/ Transferor Company, which are annexed as ‘Exhibit J-1 to J-4’ to the Company Scheme Application.

That the counsel for the Applicant Company/ Transferor Company submits that there are no Secured Creditors in the Applicant Company/ Transferor Company mentioned in Para 23 of the Application.

The Counsel for the Applicant Company/ Transferor Company submits that so far as Unsecured Creditors of the Applicant Company/ Transferor Company are concerned most of them are in the nature of loan/sundry/trade creditors for activities of the Applicant Company No. 1 and the scheme of amalgamation does not envisage any compromise or arrangement with the Unsecured Creditors of the Applicant Company/ Transferor Company and hence they will in no way be affected by the Scheme of Arrangement. It is further submitted that the Applicant Company/ Transferor Company is meeting the amounts payable to its creditors from its activities and upon the Scheme becoming effective, the Applicant Company/ Transferor Company shall continue with its existence and shall accordingly continue to meet the liabilities of its unsecured creditors as they arise in the normal course. Hence, this bench hereby directs the Applicant Company/ Transferor Company to issue notice to its Unsecured Creditors as required under section 230 (3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company/ Transferor Company.

The Applicant Company/ Transferor Company 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 Company/ Transferor Company 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 Company/ Transferor Company to serve the notice on the concerned Income Tax Authority and GST Authority within whose jurisdiction, The Applicant Company/ Transferor Company PAN:- AACCD1164H having his address at The Income Tax Officer, DCIT Circle1(1)(1), Aaykar Bhavan, Mahashri Karve Road, New Marine Lines, Churchgate 400020, Mumbai. The Applicant Company/ Transferor Company 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 and GST 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 Applicant Company/ Transferor Company 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. If no representation / response is received by the Tribunal from Official Liquidator, Mumbai 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 Company/ Transferor Company 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, 2021