Stratic Investment Solutions Private Limited Vs

Anuradha Sanjay Bhatia, Member (Technical)

The Counsel for the Applicant Companies states that the present Scheme is a Scheme of Amalgamation of Stratic Trading and Investment Solutions Private Limited ('Transferor Company') with Novelty Properties and Investment Private Limited ('Transferee Company') and their respective Shareholders (scheme) under the provisions of Sections 230 to 232 of the Companies Act, 2013.

The Counsel for the Applicant Companies further submits that the Board of Directors of the Applicant Companies, in their meetings held on 05thApril, 2021 has approved the Scheme. The Appointed Date for the Scheme is 01th April 2021.

The Counsel for the Applicant Companies further submits that the Transferor Company is a wholly owned subsidiary of the Transferee Company.

The rationale of the scheme is as under:

(a) Both the Companies are under same Management and it would be advantageous to combine the activities and operations in a single Company. The amalgamation would provide synergistic linkages, besides economies in costs, by combining the total business functions and the related activities and operations and thus contribute to the profitability of the amalgamated Company.

(b) The proposed Scheme will contribute in furthering and fulfilling the objects of the companies concerned and enabling the optimum growth and development of their combined business

(c) It is considered desirable and expedient to reorganise and amalgamate the business of both the companies, so as to have a stronger asset base, and skills, to conduct the business in the emerging environment and to rationalise the costs of business.

(d) The proposed scheme will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to affect internal economies and optimize productivity.

(e) The Amalgamation of the Transferor Company with the Transferee Company will also provide an opportunity to leverage the combined assets and build a stronger, sustainable business. Specifically, the merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise and infrastructure of all the company. The merged entity will also have sufficient funds required for meeting its long-term capital needs, as provided for, in the scheme.

The Counsel for the First Applicant Company further submits that in the First Applicant Company there are two (2) Equity Shareholders. All the Equity Shareholders have given their respective Affidavits of Consent and approval to the Scheme which are annexed to the joint application. In view of the fact that the shareholders of the First Applicant Company have given their consent affidavits, the meeting of the Equity Shareholders of the First Applicant Company is not required to be convened.

The Counsel for the Second Applicant Company further submits that in the Second Applicant Company there are two (2) Equity Shareholders in the Second Applicant Company. All the Equity Shareholders have given their respective Affidavits of Consent and approval to the Scheme which are annexed as Annexure to the joint application. In view of the fact that the shareholders of the Second Applicant Company have given their consent affidavits, the meeting of the Equity Shareholders of the Second Applicant Company is not required to be convened.

The Counsel for the Applicant Companies further submits, that in the First Applicant Company there is one (1) Compulsory Convertible Debenture Holder in the First Applicant Company. The sole Compulsory Convertible Debenture Holder have given its Affidavits of Consent and approval to the Scheme which is annexed to the joint application. In view of the fact that the Debenture Holder of the First Applicant Company have given their consent affidavits, the meeting of the sole Compulsory Convertible Debenture Holder of the First Applicant Company is not required to be convened.

The Counsel for the Applicant Companies, further clarifies, that the Applicant Companies will file petition and comply with the provisions of service of notices upon all Regulatory authorities.

The Counsel for the Applicant Companies submits, that there are no Secured Creditors and Unsecured Creditors in First Applicant Company. Therefore, the question of convening meeting of Secured and Unsecured creditors does not arise.

The Counsel for the Applicant Companies submits that there are no Secured Creditors in Second Applicant Company. Therefore, the question of convening meeting of Secured creditors does not arise.

The Counsel for the Applicant Companies submit that meetings of Unsecured Creditor of the Second Applicant Company are not required to be convened, as the present scheme is an arrangement between the Applicant Companies and their respective Shareholders as contemplated under the provisions of Section 230(1)(b) of the Companies Act, 2013. This Bench hereby directs the Applicant Companies to issue notice to all its Unsecured Creditors by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose email addresses are duly registered with the Applicant Companies for the purpose of receiving such notices by email), at their last known address, as per the records of the Second Applicant Company.

The First and Second Applicant Companies are directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority within whose jurisdiction the First Applicant Company's assessments are made(PAN: AAWCS9122J) and Second Applicant Company's assessments are made (PAN: AAACN2635D )(ii) the Central Government through the office of the office of Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, and (iii) Registrar of Companies, Maharashtra, Mumbai with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal, failing which it shall be presumed that the authorities have no representation to make in the matter. Copy of such representations shall simultaneously be served upon the respective Applicant Companies.

The First Applicant Company, being Transferor Company, is also directed to serve notice containing documents as above 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 Abrol & Maheshwary, Chartered Accountants, having their address at 16, Kirti Building, 2nd Floor, 31-Dr. V.B. Gandhi Marg, Fort, Mumbai-400023. Phone No. 22843103/22880024, to assist the Official Liquidator to scrutinize the books of accounts of the First Applicant Company i.e., the Transferor Company in the present Scheme for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay aggregate fees of ₹ 1,00,000/- for this purpose. If no representation/ response is received by the Tribunal from Official Liquidator, Bombay within a period of 30 (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 Affidavit of service within fifteen days in the Registry proving dispatch of notices to regulatory authorities as stated in Clause 11 and 12 above and to report to this Tribunal that the directions regarding the issue of notices have been duly complied with.