IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUMBAI CP (CAA) No,2686/MB.11/2019 connected with CA (CAA) No.676/MB 11/2018 Inthe matter of ‘The Companies Act, 2013 And inthe mater of sections 230-232 and other applicable provisions ofthe Companies Act, 2013 And rte master of | Scheme of Amalgamation of Aditya Commodities Private Limited (Transleror Company-1) and ‘MLR Securities Private Limited (Trangferor Company-2) with, KM, Global Financial Services Private Limited (Transferee Company) Aditya Commodities Private Limited Petitioner No.1 (CIN: US1909ME2003PTC143272] .. ‘Transferor Company-1 MLR Securities Private Limited Petitioner No.2/ [CIN: U65990MH1981PTCO24786) ‘Transferor Company-2 K. M, Global Financial Services Private Limited Petitioner No.3/ {CIN: V6s910MH2011PTC214241]..., ‘Transferee Company Poge] oF ‘Sea an cenemeerINTHE NATIONAL COMPANY LAV? TRIBUNAL SPECIAL BENCH, MUMBAT CP (CAA) No 2686 N68. 11/2019 ceeonected with CA (CAA) No.674/D4B 1/2018 Order pronounced on 29" April 2020 Coram: Mr Rajasekhar V.K, > Member (Judicial) Mr, Nallasenapathy ; Member (Technical) Appearances (through video conferencing For the Petitioners + Ms Vrinds Daga i/> YR Law, Advocates For the Regional Director (WR): Ms Rupa Sutar, Deputy Director ORDER Por: V.Nallasengpaihy, Member (Technical) ‘The Bench is convened by videoconference today (29.04.2020). Heand the Learned Counsel forthe Petitioner Companies. No objector hhas come before this Tribunal to oppose the Scheme and nor has any ary contraverted any averments made in the Petitions to the said Scheme. ‘The sanction of this Tribunal is sought under sections 230 to 232 of ‘the Companies Act, 2013 to the Scheme of Amalgamation of Aditya ‘Commodities Private Limited (Trango Company.) and MLR ‘Securities Private Limited (Transfrar Company-2) with K, M. Global Financial Services Private Limited (Trungéree Company) and their respective shareholders, ‘The Transferor Companies and the Transferee Company have ‘approved the sa Scheme by passing the Board Resolution dated 2254 December 2017 and thereafter they have approached the Tribunal for sanction of the Scheme. Page? of 9 ‘Sea an coenemeerIN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUMBA CPCAA) No2s96meptr/am19 canécted with CA (CAA) No.676/MB 1/201 ——___ 5. The Transferor Company-1 is infer alia engaged in the business of trading in agricultural products, metals including precious metals, precious stones, diamond, petroleum and energy products and all other commodities and securities in spot markets and in futures and all kinds of derivatives, commodities and securities. The Transieror Company-2 is inter alia into the business of shares & securities, stock and to undertake and twansact the business of investment in. shares, securities, debentures — stock, bonds quoted on stock exchange or otherwise and to camry on the business as underwriter, sub- writers, brokers, sub-brokers of stock, shares, debentures, debentures stock, Government bands, fixed deposits, units of UTI, National Saving ‘Certificate and to cany on business as member of Bombay stock ‘Exchange, National Stock Exchange, MCX Stock Exchange ete. The ‘Transferee Company is inter alia in the business of shares and securities, stock and to undertake and transact the business of investment in shares, securities, debenture- stock, bonds quoted on stock exchange or otherwise and to carry on the business as underwriters, sub- writers, brokers, sub- brokers of stock, shares, debentures, debenture stock, Government bonds, fixed deposits, units of UTI, National Saving Certificate and carry on business as member of Bombay Stock Exchanige, National stock Exchange, MCX Stock Exchange and/or any other Stock Exchange 6 The Learned Counsel submits that the rationale for the Scheme is as under: (@) To have greater efficiency in cosh management of the Transferee- Company, and unfettered access to cash flow generated by the combined business which ean be deployed more efficiently to fund Page 3 of 9 Sea an cenceINTHE NATIONAL COMPANY LAW TRIBUNAT, SPECIAL BENCH, MUMBAL CP (CAA) No.2686/M8.11/2018 connected with CA (CAA) No.676/MB.I1/2018 ee Se growth opportunities, to further improve shareholder value and consolidation and simplification of the group structure. (b) To enhance the net worth of the combined business to capitalise on future growth potential resulting in enhancing the scale of operations and reduction in and optimisation of overheads costs, administrative, managerial and ather expenditure, operational rationalisation, organisational cfficieney, and optimal utilisation of various resources and also benefiting from economies of scale, (©) To eliminate multiple entities in the group which will eliminate duplication of administrative functions and reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the ‘Transferee Company, 7. ‘The authorised share capital of the Transferor Company-1 is %1,00,00,000 comprising of 10,00,000 equity shares of £10/- each, and the issued, subscribed and fully paid-up capital is 21,00,00,000/- comprising of 10,00,000 equity shares of £10/- each, % The authorised share capital of the ‘Transferor Company-2 is %5,00,00,000 comprising of $0,00,000 equity shares of 210/- each, and the issued, subscribed and fully paid-up capital is €3,20,00,000/- comprising of 32,00,000 equity shares of 810/- each, 9, ‘The authorised share capital of the Transferee Company is 210,00,00,000 comprising of 1,00,00,000 equity shares of €10/-cach, and the issued, subscribed and paid-up share capital is €6,01,20,000/- comprising of 60,12,000 equity shares of 210/- each, fully paid up, Sea an caeneeer10, 12. 13, IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUNIBAL ‘CP(CAA) No2686/608.1/2019 connected with CA (CAA) No.626/MB 11/2018 The Board of Directors of the Transferor Companies and of the ‘Transferee Company have in their respective Board Meetings held on 22°" December 2017 approved the said Scheme. The Appointed Date of the Scheme is 1* April 2017, Pursuant to order dated 15% February 2019 passed by this Tribunal, in CA (CAA) No.é76/MBIL/2018, the meeting of cquity shareholders of the Transferor Company-1 was convened on 09% April 2019 considering the Scheme, while the meeting of equity sharcholders of the Transferor Company-2 was convened on 09 April 2019 and the meeting of equity shareholders of the Transferee Company was convened on 09° April 2019 for the purpose of considering the Scheme. The Scheme was unanimously approved by all the shareholders present in their respective meetings without modification. The Chairperson appointed for the meeting has filed his report on 10" May 2019 which is annexed a3 Annexure ‘01,'‘02,' and ‘03° to the Company Petition at pp.429-473, Videthe same order, this Tribunal had dispensed with the meetings of the secured and unsecured creditors of each of the Petitioner Companies. However, notice was ordered to all the secured and unsecured creditors of the Petitioner Companies, as applicable. itioners submits that in terms of The Leamed Counsel for the Pe clause 8 of the Scheme, the consideration for the Scheme is as under: Toequity shareholders of the Transferor Company-[., “1 (one) Equity Share of €10/- (Rupees ten anty) ench eredited as filly paid up in the Transferee Company, for every 34.2255 (to be rounded off) eqeity share of €10/- (Rupees ten only) each held in the Transféror Comspany-1,"* Page Sof 9 Sea an ceneeer14, 15, IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUMBAT CP (CAA) No.2686/o.0/2019 ‘onnected with CA (CAA) Na.676/MB.0/2018, Tocguity shareholders ofthe Transferor Company.2: “I (one) Equity Shore of $10/- (Rupees ten only) eacth credited as filly paid up ins the Trastsferce Company, for every 1.148674 (to be rounded off) equity share of €10/- (Rupees ten only) each hele! it the Transféror Company.2." ‘The consideration is more fully and particularly explained in the Scheme, The Regional Director (Westem Region), Ministry of Corporate Afiairs, Mumbai [RD], has filed his report dated 12 July 2020, fnter alia stating therein that save and except as stated in para IV (a) to (e) of the said report, it appears that the Scheme js not prejudicial to the interest of shareholders and public, In para IV of the said report, the Regional Director has stated that: - (a) In compliance of AS-i4 (ld AS-103) the Petitioner Companies shall pass -suct accounting entries which are necessary in connection with the Scheme focomply with other applicable Accounting Standards such as AS-5 (IND ASS ete (2) As per Definition of the Scheme, "Appointed Date" means the P day of April 2017 or such other date as may be ficed ov approved by the Nasional Company Lerw Tribunal "Bffective Date” moans the last ofthe dates an which the certified copies of the orders sanctioning this Scheme, passed by the National Company Law Tribemnal at Mumbai, are filed with the Registrar of Companies, Mumbai by the Transferor Companies andl the Transféree Company collectively. Any references in this Scheme ta the date of coming into effect of this Scheme" or “upon the Scheme being effective” shell mean the Effective Date. Pages of Sea tn corneeer16. 1. INTHE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUMBAT CP (CAA) No 2686/n40. 01/2019 ‘canngcted with CA (CAA) No.676/H4B. 1/20 Further, the Petitioners may be asked! to comply with the requirements and clarified vide cireutar No.7/ 12/2019-CL.t dated 21.08.2019 issued By the Ministry of Corporate Affairs, () Petitiower Company have to undertake to comply with section 232(3)() of Companies Act, 2015, where the transferar company 13 dissolved, the foe, if any, paid by the transferor company on its aushorised capital shail be set- off against any fies payable by the transferee company on its authorised! capital subsequent t0.the amalgamation and therefore, petitioners to affirm ‘that hey shalt comply with the provisions of the setion. In response to the observations made by the Regional Director, the Petitioner Companies have filed an affidavit in reply dated 08° January 2020, clarifying as under:- (a) In so for as the observations made in para JV(a) of the report of the RD is concerned, the Transféree Conipany has undertaken that it shall pass such accounting entries as may be necessary in connection with the Scheme t0 comply with all the applicable Accounting Standards such as AS-14 (Ind AS-B) ete (2) In 0 for as the observations made in para IV(B) of the report of the RD is concerted, the Thansferee Conpany has submitted that in terms of provisions ofthe Companies Act, 2013, the Appointed date for the purpose of Scheme would be I* April 2017 and further the Scheme shall be effective from the Appointed Dare, 4e., PApril 2017, (6) Tn so fares the observations made in para IV{(c) ofthe repon of the RD is concerned, the Transféree Company has submited that the Transferce Company shall pay the applicable fees in accordance with section 232(3N(i) ofthe Companies Ac, 2013. ‘The RD has filed a supplementary report on 10% February 2020, stating that the petitioner companies’ clarifications and undertakings saan fE on are found satisfactory. Page 70f9 sea an cornemeerINTHE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH, MUMBAI CP (CAA) No.2686/MB.11/2019 connected with CA (CAA) No.676/MB.11/2018 18. 19, 21. 22. 23. The observation made by the Regional Director have been explained by the Petitioners in Para 16 above, The clarifications and undertakings given by the Petitioner Companies are hereby accepted. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder. The said undertaking is accepted. The Official Liquidator, High Court, Bombay, has filed his report on 10" December 2019, inter alia stating that the affairs of the Transferor ‘Company have been conducted in a proper manner. However, in the report filed by the Official Liquidator, appears to have made a typographical error in the authorised share capital of the Transferor ‘Companies, The Auditor's Report annexed to the Official Liquidator ecords the correct details of authorised capital and the issued, subscribed and paid-up capital of the Transferor Companies. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, the CP (CAA) No.2686/MB.IL/2019 filed by the Petitioner Companies is made absolute in terms of the prayers in the Company Petition. ‘The Scheme is sanctioned hereby, and the appointed date of the Scheme is fixed as 1" April 2017, The Transferor Companies be dissolved without winding up. ‘The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Arrangement with the concerned Pages of 8 Sea an caensemeer‘INTHE NATIONAL COMPANY LAW TRIBUNAL, SPECIAL BENCH, MUMBAI CP (CAA) No:stara 12019 connected with CA (CAA) No 616/M8 1/2018 Registrar of Companies electronically in e-Form INC-28 within 30 days from the date of receipt of the Order duly certified by the ‘Deputy/ Assistant Registrar of this Tribunal. 24. The Petitioner Companies to lodge a copy of this Order duly certified by the Deputy/Assistant Registrar, of this Tribunal, along with the Scheme with the concemed Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, within a period of 60 days from the date of receipt of the Order. 25. All concerned regulatory authorities to act on a copy of this order duly centified by the Deputy/ Assistant Registrar of this Tribunal along with. the Scheme. 26. Any person interested shall be at liberty to apply to the Tribunal inthe above matter for any directions that may be necessary. 27. Ordered accordingly, Pronounced in open court today (29.04.2020). sa/- Sar- Vy. Nallasenapathy Rajasehar V.K ‘Member (Technical) Member (Judicial) 29.04.2020 Certified True Copy Cone Jezel "frag af east ob [asf aere Assist nt Registrar ‘Nato ai ompany La Tribunal Mami Beach Page 9 0f9 sea an cornemeer