w w w . L a w y e r S e r v i c e s . i n



In the matter of: Pratham Software Private Limited v/s Pratham Solutions Private Limited

    CA (CAA) No. 23 (ND) of 2018

    Decided On, 20 March 2018

    At, National Company Law Tribunal New Delhi

    By, THE HONOURABLE MR. R. VARADHARAJAN
    By, JUDICIAL MEMBER & THE HONOURABLE DR. V.K. SUBBURAJ
    By, TECHNICAL MEMBER

    For the Applicants: Sandeep Taneja, Advocate. For the Respondents: ------



Judgment Text

Dr. V.K. Subburaj.

I. This is an application which is filed by the petitioner companies herein, Pratham Software Private Limited (for brevity 'Transferor Company'), with Pratham Solutions Private Limited (for brevity 'Transferee Company') under sections 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 Arrangement by way of demerger (hereinafter referred to as the 'SCHEME') proposed between the applicants. The said Scheme is also annexed as Annexure 'A-7' to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident inter alia from the reliefs sought for in the Application, namely:

(a) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of equity shareholders secured and unsecured creditors of the Transferor/Demerged company as well as Transferee/Resulting Company.

(b) Any other order which may be deemed appropriate in the facts and circumstances of the case may also be passed in favour of the applicant companies.

2. An affidavit in support of the above application sworn for and on behalf of both the Transferor and the Transferee Company by one Mr. Puneet Mittal has been filed, being the Director of the respective Companies along with the application. Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that a joint application filed by the applicants is maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Arrangements) Rules 2016 and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, Jaipur, Rajasthan.

3. In relation to Pratham Software Private Limited being the Transferor Company, in the Scheme marked as Annexure 'A-7', it is represented that it Is having 4 Equity Shareholders as on 20.01.2018 and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has no Unsecured Creditors as on 20.01.2018. It is further represented by the counsel for Applicants that the Transferor Company has only one Secured Creditor as on 20.01.2018. In relation to the shareholders and secured creditor of the Transferor Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavits having been obtained and the same has been placed on record.

4. In relation to Pratham Solutions. Private Limited being Transferee Company in the Scheme marked as Annexure 'A-7', Learned Counsel represents that company is having 4 Equity Shareholders as on 20.01.2018 and all of them have given their respective consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferee Company has no secured and unsecured creditors as on 20.01.2018. In relation to the shareholders of the Transferee Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavit having been obtained all of which also been placed on record.

5. In relation to the territorial jurisdiction, Ld, Counsel for the applicant companies submit that since the registered office of the respective companies fall within the purview of Registrar of Companies, Jaipur, Rajasthan, this Tribunal has the necessary territorial jurisdiction to entertain the joint application.

6. We have perused the joint application and the connected documents/papers filed therewith including the Scheme of Arrangement contemplated between the Applicant companies.

7. From the certificate of incorporation filed, it is evident that Transferor Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 10th August, 2004 vide CIN: U72200RJ2004PTC019576 with Registrar of Companies, Rajasthan Jaipur, under the name and style of 'Pretham Software Private Limited'. A copy of Certificate of Registration has been placed on record.

8. The Authorized Share Capital of the Transferor Company is Rs.10,00,000/-(Rupees Ten Lacs Only) divided into 10,00,000 (Ten lacs) Equity Shares of Re.1/- (Rupee one only) each. The Issued, Subscribed and Paid-up Share Capital of the Transferor Company is Rs.1,00,000/- (Rupees One lac Only) divided into 1,00,000 (one lac) Equity Shares of Re.1/- (Rupee One only) each.

9. From the certificate of incorporation filed, it is evident that the Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 20th August 2004 vide CIN: U72200RJ2004PTC019637 with Registrar of Companies, Rajasthan Jaipur, under the name and style of 'Pratham Solutions Private Limited'.

10. The Authorized Share Capital of the Transferee Company is Rs.1,00,000/-(Rupees one Lac Only) divided into 1,00,000 (One Lac) Equity Shares of Rs.1/- (Rupee One. only) each. The Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on date is Rs.1,00,000/- (Rupees One lac Only) divided into 1,00,000 (One lac) Equity Shares of Rs.1/- (Rupee one only) each.

11. Both the applicants have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses as well as their last available audited financial statements for the year ended 31.03.2017 along with the Provisional financial statement as on 20.01.2018.

12. The Board of Directors of the Applicant companies vide separate meetings held on 01.01.2018, have unanimously approved the proposed Scheme of Amalgamation as contemplated above and copies of resolutions passed thereon have been placed on record by the companies.

13. The appointed date as specified in the Scheme is 1st April, 2017 subject to the directions of this Tribunal.

14. The applicant companies have stated in the petition that no investigation proceedings are pending against them, That the Applicant Companies have complied with the proviso to Section 230 (7) and Section 232 (3) by filing the certificate of the Company’s Auditor in relation to compliance with the Accounting Standards under section 133 of the Companies Act, 2013.

15. Taking into consideration the application filed jointly by the Applicant Companies and the documents filed therewith; this tribunal propose to issue the following directions with respect to calling, convening and holding of the meetings of the Equity Shareholders, Secured and Unsecured Creditors, or dispensing with the as follows:-

A) In relation to the Transferor Company:

(i) With respect to Equity shareholders:

Since it is represented by the Transferor Company there are 4 Equity shareholders in the Company whose consents have been obtained and are placed on record, therefore the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.

(ii) With respect to Secured Creditor:

Since it is represented by the Transferor Company that there is only one Secured Creditor in the Company, whose consent has also been obtained and placed on record, therefore the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with

(iii )With respect to Unsecured Creditors:

Since it is represented by the Transferor Company that there is no Unsecured Creditors in the company, the necessity of convening and holding a meeting does not arise and it is dispensed with.

B) In relation to Transferee Company:

(i) With respect to Equity shareholders:

Since it is represented by the Transferee Company that there a

Please Login To View The Full Judgment!

re 4 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (ii) With respect to Secured Creditor: Since it is represented by the Transferee Company that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise and it is dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferee Comp. any that there is no Unsecured Creditor in the company, the necessity of convening and holding a meeting does not arise and it is dispensed with. The application stands allowed on the aforesaid terms.. Let the petition for approval of the scheme of Amalgamation be filed within a period of seven days from the date of this Order.
O R