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CCL Products (India) Ltd. M&A Activity 2021
61302_rns_2021-11-18_65c4e630-8ad9-434f-8424-82e0ad38dfa1.pdf
M&A Activity
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Date: 18" November, 2021
To The Listing Department National Stock Exchange of India Limited Exchange Plaza, 5" Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra East, Mumbai - 400051.
Dear Sir/Madam,
Subject: Receipt of the certified copy of the order passed by the Hon'ble National Company Law Tribunal, Amaravati Bench, sanctioning the scheme of Amalgamation between the CCL Beverages private limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders & creditors under section 230 to 232 of the Companies Act, 2013.
Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
Reference: Our Company Code - CCL
Pursuant to Regulation 30 of the SEBI Listing Regulations, we are pleased to inform that the Company has received the certified copy of the order passed by the Hon'ble National Company Law Tribunal, Amaravati Bench, today i.e., November 18, 2021. The certified copy of the order is enclosed for your records.
The Scheme of Amalgamation will become effective upon filing of the orders passed by the Hon'ble National Company Law Tribunal, Amaravati Bench, with the respective jurisdictional Registrar of Companies.
This is for your information and necessary records..
Yours sincerely,
For CCL Products (India) Limited
Sridevi Dasari cote Company Secretary & Compliance Officer
NATIONALCOMPANYLAW TRIBUNAL AMARAVATI BENCH AT HYDERABAD
CP (CAA)No.1/230/ AMR/2021 Connected with CA (CA) No.1/230/ AMR/2021
In the matter of don 230 to 232 of the Companies Act, 2013
AND
In the matter of Scheme of Amalgamation of CCL BEVERAGES PRIVATE LIMITED, the Transferor Company (having its registered office in the State of Andhra Pradesh) with CCL PRODUCTS (INDIA) LIMITED the Transferee Company (having its registered office in the State of Andhra Pradesh)
CCL BEVERAGES PRIVATE LIMITED
a company incorporated under the Companies Act 2013, having its Registered office, at Door No/SY No.269/1, Kuvvakolli Village, Varadaiahpalem Mandal, Chittoor, Andhra Pradesh - 517645. .... Petitioner/Transferor Company
CCL PRODUCTS (INDIA) LIMITED
a Company incorporated under the Companies Act, 1956 irala, Guntur, a Pradesh - 522330. .... Petitioner/Transferor Company
Date of Order: 09.11.2021
Cotam: Justice Telaprolu Rajani, Member (Judicial).
Counsel/Parties present:
| For Petitioner(s) | : | Mr. Y. Suryanarayana, Advocate |
|---|---|---|
| For Regional Director | : | Mr. Sashiraj Dhara, Joint Director |
| For Official Liquidator: | Ms. Santhoshi Jagirdar, AOL |
PER: Justice Telaprolu Rajani, Honble Member (Judicial)
- The present Company Petition under Section 230 to 232 of the Companies Act, 2013. read with the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 is filed seeking sanction of the proposed Scheme of Amalgamation (the scheme) between the Petitioner Companies and _ their respective shareholders and creditors.
- The Registered Office of the Petitioner Companies are situated in the State of Andhra Pradesh and therefore within the jurisdiction of this Tribunal.
- Details of the Petitioner Companies are as follows:
(i). IN RESPECT OF TRANSFEROR COMPANY:
The Authorized share capital of the Transferor Company as on 31.03.2021 is 210,00,000 divided into 1,00,000 Equity shares of %10/- each. The Issued, subscribed and paid-up equity share capital is %1,00,000/ divided into 10,000 Equity shares of %10/- each.
The Transferor Company is engaged in the business of manufacturing, buying, selling, retail, wholesale, trade, market, import, export, process, manipulate, prepare, preserve, carry on, refine, bottle and to deal in all types of coffee, tea, chicory, cocoa, milk, condensed milk, milk products, sugar, sugar substitutes and other similar products, manufactured or raw state, whether in India or elsewhere either in wholesale and/ or in retail or otherwise.
IN RESPECT OF TRANSFEREE COMPANY:
The Authorized share capital of the Transferee Company as on 31.03.2021 is %30,00,00,000/- divided into 15,00,00,000 Equity shares of 2/- each. The Issued, subscribed and paid-up equity share capital is %26,60,55,840/- divided into 13,30,27,920 Equity shares of = 2/- each.
The Transferee Company is engaged in the business of manufacture of Coffee, Tea, Chicory, Cocoa, Milk Products, Condensed Milk, Cheese, Plain and all flavoured, Yoghurt, Shrikhand, Creamers including nondairy creamer, sweetner, natural & artificial and the like, in all or any of their forms (including spray dried, freeze dried, agglomerate, granulated, blended and preparations thereof for consumption by human beings and also including all versions, alternatives, substitutes thereof and therefor in whatsoever manner, that is to say, either mechanically or otherwise, by employing electricity or any other power
or energy, and sale thereof, either in whole sale and/or in retail or otherwise, whether in the country or abroad.
-
- The Petitioner Companies had filed a joint Company Application vide C.A. (CAA) NO. 1/230/AMR/2021 before the Hon'ble National Company Law Tribunal, Amaravati Bench, seeking following reliefs:
- (i). To dispense with the requirement of holding the meeting of the Equity Shareholders of the Transferor Company since it is a wholly owned subsidiary of CCL Products (India) Limited, which has given its consent Affidavit to the Scheme of Amalgamation. 2-3\Company be convened for consideration of proposed Scheme of
- (ii). To dispense with the requirement of holding the meeting of the Unsecured Creditors /Trade Creditors of the Transferor Company since it does not have any Unsecured Creditors/Trade Creditors.
- (iii). | To dispense with the requirement of holding the meeting of the Secured Creditors of the Transferor Company since it has only one such Creditor which has given its consent to the Scheme of Amalgamation.
- To direct that a meeting of the Equity Shareholders of the Transferee
Amalgamation.
The Tribunal vide its Order dated 26t day of February, 2021 has dispensed with convening the meeting of the Equity Shareholder and that of Secured Creditors and Trade / Sundry Creditors of Transferor Company and also dispensed with convening the meeting of Secured Creditors of Transferee Company. Further, the Tribunal ordered to convene the meetings of the Equity Shareholders and Trade / Sundry Creditors of the Transferee Company and appointed Shri J. Bassavaraju, Advocate as chairman and Smt. N. Vara Lakshmi PCS as Scrutinizer for the meetings.
- Mr. J. Basavaraju, convened the meeting of the Equity Shareholders of Transferee Company on Saturday, the 10" day of April, 2021 at 11.00 A.M.
through video conferencing ("VC") / other audio visual means ("OAVM"), for the purpose of considering, and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.
The said meeting was attended by 133 (One Hundred & Thirty Three) Equity Shareholders, holding 9,13,49,474 (Nine Crore Thirteen Lakhs Forty Nine Thousand Four Hundred and Seventy Four) equity shares of Rs.2/- each, which is 68.66% of the total paid-up share capital of the Transferee Company, who voted on the resolution by way of remote e-voting as well as e-voting at the Meeting and out of the said 133 Equity Shareholders, 127 (One Hundred And Twenty Seven) Members holding 9,13,48,507 (Nine Crore Thirteen Lakhs Forty Eight Thousand Five Hundred and Seven) equity shares of Rs.2/- (Rupees Two only) each constituting 99.99% of total votes cast by way of remote e voting or e voting during the Tribunal Convened Meeting voted in favor of the proposed resolution.
Mr. J. Basavaraju, also convened the meeting of the Trade/ Sundry Creditors a 'oft ransferee Company on Saturday, the 10% day of April, 2021 at 12.30 P.M. -thrjugh video conferencing ("VC") / other audio-visual means ("OAVM""), Rc forthe purpose of considering, and, if thought fit, approving with or without SAoditication(s), the Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective Shareholders and Creditors.
- The said meeting was attended by 28 (Twenty Eight) Trade / Sundry Creditors in person and through their authorised representatives, who voted at the Meeting through E Voting, to whom the Transferee Company owed an amount of 2.31,57,90,679/- (Rupees Thirty One Crores Fifty Seven Lakhs Ninety Thousand Six Hundred And Seventy Nine Only). Further, 39 Creditors cast their vote through remote e-voting to whom Transferee Company owed an amount of %,13,16,10,462/- (Rupees Thirteen Crores Sixteen Lakhs Ten Thousand Four Hundred and Sixty Two Only). Thus, in aggregate 67 Creditors had cast their vote, to whom Transferee Company
owed an amount of = 44,74,01,141/- constituting 84.67% of the total amount due by Transferee Company to its Trade/Sundry Creditors as on 31s day of January, 2021 and all the 67 (Sixty Seven) Trade/Sundry Creditors having outstanding unsecured liabilities amounting to %44,74,01,141/- (Rupees Forty Four Crore Seventy Four Lakhs One Thousand One Hundred and Forty One only) which is constituting 100% of the votes casted by way of remote e voting or e voting during the Tribunal Convened Meeting of the Transferee Company voted in favor of the proposed resolution.
- Thereafter the Petitioner Companies filed the Present Joint Company Petition before this tribunal seeking sanction of the scheme of Amalgamation with appointed date as 01.04.2020. The present Company Petition was admitted by this Tribunal vide its order dated 19.06.2021 and it directed the Petitioner Companies to issue notice to statutory authorities to file their representations with the Tribunal and fixed the date of hearing as 23.07.2021 and also directed to carry out notice of the next date of hearing in accordance with the 'provisions of Rule 16 of the Companies (Compromises, Arrangements and Dae airs Rules, 2016, in Financial Express (English) and Andhra 3 *abha (Telugu) Newspapers. Further, the notice was served on all the | > ftatutory Authorities on 01.07.2021, and the publication of the next date of hearing of the Joint Company Petition, was carried out in Financial Express (English) and Andhra Prabha (Telugu) Newspapers on 25.06.2021.
-
- The Counsel for the Petitioner Companies further submitted that the rationale for the scheme is that the Amalgamation would result in the following benefits:
- a. The amalgamation will enable appropriate consolidation of activities of Transferor Company and Transferee Company with pooling and more. efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.
- b. To achieve consolidation, greater integration and flexibility which will maximize overall shareholder value and improve the competitive position of the combined entity.
- c. To achieve greater efficiency in cash management and unfettered access to cash flows generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.
- d. Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
- e. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business process, elimination of duplication and rationalization of administrative expenses.
- f. The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.
-
- Heard learned counsel appearing for the Petitioner Companies, Regional director (SER) Ministry of Corporate Affairs and Official Liquidator and perused the records.
-
- The Official Liquidator vide his report dated 16t day of July, 2021 while reiterating the averments made in the petition submitted that the affairs of
| 11. | Heard director |
Petitioner for the appearing counsel learned Affairs Corporate Ministry of (SER) perused the records. |
Regional Companies, and Liquidator and Official |
|---|---|---|---|
| 12. | The Official |
dated report Liquidator vide his |
2021 while of July, 16t day |
| reiterating the averments made in the petition submitted that the affairs of | |||
| Observations of Official Liquidator | Reply by the Petitioner Company | ||
| Scheme of the of Part-II Clause 8 The seeks protect employees to the of the Transferor Company who are in service on the date of approval of this Scheme by accordingly, and Tribunal this the may Hon'ble pleased direct the be to Transferor and Transferee Companies to Notarized submit an undertaking (on a Affidavit) to this Hon'ble Tribunal to the effect that there would no retrenchment of any employee who were in service as Appointed 01-04-2020) Date as on (ie. well. |
Companies Petitioner The undertakes that upon sanction of the Scheme by this Hon'ble Tribunal, the not shall Company Transferee who (if any) employees retrench Transferor the service of were in Company as on Appointed Date i.e. 1st April, 2020. |
||
| Page 6 of 16 | |||
| There are no proceedings pending under Section 206 to 228 of the Companies Act, 2013 against the Petitioner Companies as provided information per by the the petitioner companies vide letter dated 23- 06-2021. |
Companies confirms The Petitioner proceedings there no _ that are pending under Section 206 to 228 of the Companies Act, 2013 against the Petitioner Companies. |
|
|---|---|---|
| Company Transferee The Listed is a NOC Company, and Stock SEBI, of Exchange on which equity shares of the Company are listed to be submitted. |
The Petitioner Companies affirm that the Transferee Company is a Listed entity, having its equity share listed However, NSE. BSE and on the in view transferor of the fact that the Company Owned Wholly being a Subsidiary Transferee the of Company Company, the Transferee NOC, need obtain any neither not from from SEBI Stock nor the Exchanges, where the shares of the Company are listed, as provided in Regulation 37(6) of the SEBI (Listing And Obligations Disclosure Requirements) Regulations, 2015 and CFD/ Circular issued by SEBI, DIL3/CIR/2017/21, dated, 10th March, Further, draft 2017. the of Amalgamation has Scheme been filed with both the Stock Exchanges, (i.e., BSE and NSE) pursuant to the Regulation Circular and said said Obligations SEBI (Listing 37(6) of And __ Disclosure Requirements) Regulations, 2015. |
|
| Companies observations Corporate |
The Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad vide his affidavit dated 12.08.2021 has raised some observations and the petitioner dated affidavit reply filed its have Director, the Regional made by Affairs, Hyderabad which are given below: |
the response to 24.08.2021 in of Region, Ministry East South |
| = 1 |
Observations of Regional Director Para 3 (a) to 3 (d) received letter has Directorate This ROCV/MR/ Amal/230/000874/2021 on (submitted 09.07.2021 dated |
Reply by the Petitioner Company (a) to 3 (d) of the report No. In reply to para 3 Director, the Regional the filed by humbly Companies most Petitioner |
| Registrar the ' 15.07.2021) from Companies, Andhra Pradesh, Vijayawada proposed to the objection no opining certain out pointed but Amalgamation, |
of submit as follows: |
| = | Observations of Regional Director | Reply by the Petitioner Company |
|---|---|---|
| Para 3 (a) to 3 (d) Directorate has This ROCV/MR/ Amal/230/000874/2021 09.07.2021 dated 1 from ' 15.07.2021) objection no opining but Amalgamation, |
letter received (submitted on Registrar the Companies, Andhra Pradesh, Vijayawada proposed the to certain out pointed |
(a) to 3 (d) of the report No. In reply to para 3 Director, the Regional the filed by humbly most Companies Petitioner of submit as follows: |
| Page 7 of 16 |
| (a) | observations as under:- Hon'ble Tribunal may be pleased to Company(s) Petitioner direct the to books preserve accounts and of its papers and records and shall not be disposed without prior the of permission of Central the Government in terms of provisions of Companies Section 239 the Act, of 2013. |
(a) | That upon sanction of the Scheme by this Hon'ble Tribunal, the Transferee Company Transferor and _ the Company shall preserve its books of accounts and papers and records and without the prior shall not dispose Central the permission of Government in of provisions terms of Section 239 of the Companies Act, 2013. |
|---|---|---|---|
| Hon'ble Tribunal may be pleased to Company(s) Petitioner direct the to compliance ensure statutory of all applicable laws and on also sanctioning of the present scheme the company applicant not shall be absolved any statutory for of its liability in any manner. |
(b) That upon sanction of the Scheme by this Hon'ble Tribunal, the Transferee Transferor and the _ Company statutory ensure shall Company compliance of all the applicable laws and shall not absolve themselves for statutory respective their any of liability in any manner. |
||
| Hon'ble Tribunal may be pleased to Company(s), Petitioner direct the comply scheme involved the in to Companies with Rule 17(2) the of and Arrangement (Compromise, with 2013 Rules Amalgamation) for order filing of to respect confirmation of scheme to be filed in Form No.INC-28 with the concerned by of Companies of Registrar office the Petitioner Company. |
That upon sanction of the Scheme by this Hon'ble Tribunal, the Transferee Transferor the and Company Rule with comply shall Company Companies the of 17(2) and Arrangement (Compromise, with 2013 Rules, Amalgamation) for order of filing respect to confirmation of Scheme to be filed in Form No. INC-28 with the concerned office of Registrar of Companies. |
||
| Hon'ble Tribunal may be pleased to Transferee Petitioner the direct Company to file an application with Andhra Companies, of Registrar revised the indicating Pradesh, of proof and capital authorized paying prescribed fees due on revised capital after setting of that fee already paid by Transferor Company. |
(d) | That upon sanction of the Scheme by this Hon'ble Tribunal, the petitioner an shall file Company Transferee of Registrar the with Application Pradesh, Andhra Companies, authorised revised the indicating proof of paying along with capital prescribed fee due on revised capital after setting off the fee already paid by the Transferor Company. |
Page 8 of 16
| Para 4 (a) To 4 (c) Directorate received This No. has letter OL/Hyd/230/CCL-Products/ AR 1/2021/149 dated 16.07.2021 from Official Hyderabad opining Liquidator, no objection to the proposed Amalgamation but pointed observations out certain as under: proposed Para-B As per the of (a) (f) scheme of the Petitioner. Transferee's RS.26,60,55,840/- Paid up Capital is Whereas, as per Ministry of Corporate Master Up Paid Affairs, Data, the Capital is shown as Rs.26,60,56,000/-. Hon'ble Tribunal may be pleased to Petitioner 'Transferee direct the Company to furnish the facts far such difference and if the paid up capital is correct as per Company Master Data, Petitioner Companies may be directed amend changes said the the in to proposed scheme, before the Scheme |
|||
|---|---|---|---|
| Aa Oy. y So 22, a ig @ ew % ase Orbe ps os |
n e S |
is allowed. Clause That, Part-II the the of of (b) 8 Scheme seeks protect the to employees of the Transferor company who service on date are the in of scheme approval by the this of Tribunal accordingly, _ this and Hon'ble Tribunal may be pleased to Companies Petitioner direct the to undertaking submit an (an a notarized Hon'ble affidavit) this to Tribunal to the effect that there would be no retrenchment of any employee who were service the as in an appointed 01.04.2020) date (ie. as well. |
|
| listed a_ Company is Transferee (c) company, No Objection Certificate of India on Board of Exchange Stock which Equity Shares of the Company are listed to be submitted. However, Petitioner Company in its reply dated 19.07.2021 has stated that Transferee listed company, it needs company is a to. Comply with SESI Regulations In Regulations said the view of served the has Company Transferee of Scheme the approving of notice |
|||
In reply to para 4 (a) to 4 (c) of the report filed by the Regional Director, the Petitioner Companies most humbly submit as follows:
(a) That the Paid up Capital of the Company as on 31st March, 2021 stands at Rs 26,60,55,840 divided into 13,30,27,920 equity shares of Rs.2/- each. There has been no change in the Paid up Capital of the Company since then and the same position continues till date. Further, the said paid up capital is reflected in the Audited Financial Statements of the Company as on 31st March, 2021 and hence also stated in the proposed Scheme of amalgamation. Upon request for Master Data correction, Paid up Capital is now shown on MCA portal as Rs.26,60,55,840/-.
(b) That upon sanction of the Scheme by this Hon'ble Tribunal, the Transferee Company shall not retrench employees (if any) who were in service of the Transferor Company as on Appointed Date ie. 01st April, 2020.
(c) That the Transferee Company is a listed entity, having its equity shares listed on the BSE and NSE. However, in view of the fact that the transferor Company being a Wholly Owned Subsidiary of the Transferee Company, the Transferee Company need not obtain any NOC, neither from SEBI nor from the Stock Exchanges, where the shares of the Company are listed, as provided in Regulation 37(6) of the SEBI (Listing
| BSE and NSE. Amalgamation, to the that since, Further, stated with the proposed merger is wholly Company i.e. Transferor Transferee the subsidiary, owned any need not obtain Company observations/ approvals from SEBI. |
Disclosure Obligations and 2015 Regulations, Requirements) and Circular issued by SEBI, CFD/ 10% DIL3/CIR/2017/21, dated, . draft Further, the 2017. March, Scheme of Amalgamation has been filed with both the Stock Exchanges, (ie., BSE and NSE) pursuant to the Regulation and Circular said said |
|
|---|---|---|
| Para 5 With reference to this Directorate's letter |
Obligations SEBI (Listing 37(6) of Requirements) Disclosure and Regulations, 2015. In reply to para 5 of the report filed by |
|
| income dated 14.07.2021 issued Tax to Andhra Pradesh, date Office, no till matter been received report has the in from Income Tax Office. Para 6 |
the Regional Director, it is most humbly submitted that the same is fact on record and hence need not be traversed. |
|
| With reference to this Directorate's letter dated 14.07.2021 issued Securities to Exchange Andhra Board India, of Pradesh, till date no report in the matter has been received from SEBI. |
In reply to para 6 of the report filed by the Regional Director, it is most humbly submitted that the same is fact on record and hence need not be traversed. |
|
| Para 7 Para 21 to the reply dated 19.07.2021 has stated that Transferee Company being a listed entity, the shareholders freely trade in the shares of the Company, As on 30th June, 2021, foreign national/ NRI/ foreign bodies corporate holds 2,73,66,103 equity shares (20.57%) in the company. Hon'ble may Tribunal pleased direct be the to Petitioner Transferee Company to furnish RBI/FEMA, compliance with the of supporting documents, before the scheme is allowed. Para 8 |
In reply to para 7 of the report filed by the Regional Director, it is most humbly submitted that the transferee Company has been regularly complying with the provisions of FEMA / RBI in connection NRI shareholding in the with foreign / Company. The annual return on Foreign and (FLA) Assets 2020- Liabilities for been Reserve 2021 with has filed the No new Bank of India on 30/07/2021. pursuant issued shares are the to proposed Scheme of Amalgamation. |
|
| Para 20 of the reply dated 19.07.2021, has valuation report stated not that is scheme required does since not the contemplate any issue of shares by virtue of the proposed amalgamation. The entire paid-up-share subscribed and _ issued, capital of the Transferor Company is held owned) Transferee (Beneficially by the Company. Upon approval of this Scheme Tribunal, shares by no the the of Company Transferee issued shall be or |
In reply to para 8 of the report filed by the Regional Director, it is most humbly upon submitted sanction that the of Scheme Hon'ble Tribunal, by the this investment shares entire the the in of Company, appearing Transferor the in books accounts Transferee the of of Company shall without any further act or deed shall stand cancelled as stated in the proposed Scheme of Amalgamation. |
AN sie
Page 10 of 16
| holding allocated lieu the in of in its Company, Transferor and paid up the share capital of the Transferor Company cancelled and extinguished. stand shall investments The shares the the in of Company, appearing Transferor the in books Transferee accounts, of of Company shall without any further act or deed, stand cancelled. |
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|---|---|---|
| Para 9 Para 9 of the Order has stated that Equity Shares of the Transferee Co. are listed and traded on BSE & NSE & as on 31.12.2020 there are 34,189 shareholders/ members. As vide Para 17 of the order has directed conducting meeting of equity share for Company holders 10.04.2021. vide on Annexure-22 has enclosed the copy of the Chairperson Report dated 16.04.2021, same was before stating that the filed NCLT Hon'ble dated 16~04.2021. (AB) may Hence, Hon'ble Bench decide the matter on merits. |
In reply to para 9 of the Affidavit filed Regional most Director, by the it is humbly submitted that the same is fact hence need record and on not be traversed. |
|
| Para 10 Para 9 of the Order of Hon'ble NCLT(AB) dated 26.02.2021, has that Equity stated Company Shares Transferee the are of listed and traded on BSE & NSE & as on shareholders 31.12.2020 are 34,189 there /members. Further vide para 17 of the conducting order directed has for meeting holders equity share on of Company Annexure-22 10.04.2021. vide has enclosed the copy of the Chairperson Report dated 16.04.2021, stating that the same was filed before Hon'ble NCLT (AB) dated 16.04.2021. Hon'ble Bench may be pleased to decide the matter on merits. |
In reply to para 10 of the report filed by the Regional Director, it is most humbly submitted that the same is fact on record and hence need not be traversed. |
| Para 11 Order Hon'ble Para the 10 of of NCLT(AB) dated 26.02.2021 has stated that there are four Secured Creditors in the Transferee Company as on 31.12.2020 have consent and given their the to scheme and vide para 15 of the said order dispensed meeting with has the of However, Secured Creditors. per as Company Master Data there is one open amounting pending charge to Rs.561,18,00,000/-. Hon'ble Tribunal may pleased Petitioner direct be the to Transferee Company to furnish the status of the said charge/no objection certificate, before the scheme is allowed. |
In reply to para 11 of the report filed by the Regional Director, it is most humbly submitted that the "Open Charge" for an amount Rs.561,18,00,000 per of as_ Company Master Data is held in favour Company SBICAP M/s Trustee of which Limited, represents Security as Trustee for and on behalf of the Lenders, viz., State Bank of India, Citi Bank NA, ICICI Bank Ltd., and HDFC Bank Ltd., all the said four secured Creditors have accorded No Objection their the to Scheme Amalgamation. proposed of M/s SBICAP Trustee Company Limited Security Trustee only as acts the for a provided No Lenders, and said its Scheme proposed Objection the of to Amalgamation. |
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| ' | Para 12 Order Hon'ble Para the 11 of of NCLT(AB) dated 26.02.2021 stated has 31.12.2020 on there no that are as Unsecured Creditors and vide para 16 of order stated has that since no the unsecured creditors, no need to order for unsecured meeting creditors. the of Further vide para 12 of the said Order of NLCT 31.12.2020 has stated on that as there are 434 Trade/Sundry Creditors of Rs.38,60,45,049/- and vide para 17(b) of conducting Order directed has the for Unsecured meeting Creditors on of the enclosed copy 10.04.2021 and the of Chairperson Report dated 16.04.2021, same was before stating that the filed NCLI(AB) Hon'ble 16.04.2021. on _ Hon'ble Bench may be pleased to decide the matter on merits. |
In reply to para 12 of the report filed by the Regional Director, it is most humbly submitted that the same is fact on record and hence need not be traversed. |
14. COMPLIANCE OF ACCOUNTING STANDARDS:
The accounting treatment proposed at Clause 13 of Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors, is in conformity with the accounting standards as prescribed under the provisions of Section 133 of the Companies Act, 2013.
CONSIDERATION:
Upon approval of the Scheme with effect from the Appointed Date, the entire issued, subscribed and paid-up share capital of the Transferor Company is held (beneficially owned) by the Transferee Company. Upon approval of this Scheme by the Tribunal, no shares of the Transferee Company shall be issued or allotted in lieu of its holding in the Transferor Company, and the Paid up share capital of the Transferor Company shall stand cancelled and extinguished. The investments in the shares of the Transferor Company, appearing in the books of account of Transferee Company shall without any further act or deed, stand cancelled.
15. DECLARATION BY THE PETITIONER COMPANIES:
- (a) No petition under Sections 241 or 242 of the Companies Act, 2013 has been filed against any of the Petitioner Companies and there has been no material change in the affairs of any of the Petitioner Companies, except for what was done in the normal course of business.
- (b) There are no proceedings pending under Sections 210 to 227 of Companies Act, 2013, against any of the Petitioner Companies.
- () The Scheme of Amalgamation between CCL Beverages Private Limited (Transferor Company) and CCL Products (India) Limited (Transferee Company) and their respective shareholders and creditors do not have a" jan adverse effect on any of the shareholders or creditors or other de ff stakeholders of the respective Petitioner Companies in any manner "whatsoever.
-
- Considering the entire facts and circumstance of the case and on perusal of the scheme, report of the Regional director, official Liquidation and reply/ undertaking of the petitioner companies thereon and the documents produced on record, the scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provision of law. All the statutory compliance have been made under section 230 to 232 of the companies act, 2013
-
The Company petition is allowed with the following directions:
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(a) The Scheme of Amalgamation (enclosed to the Petition at Page No.260-277) shall be effective from the appointed date as mentioned in the Scheme of Amalgamation i.e. 01.04.2020, and shall be binding on all the members, employees, creditors of the Petitioner Companies.
- While approving the Scheme of Amalgamation, we make it clear that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payable in accordance with law or in respect of any permission/compliance with any other requirement which may be specially required under law.
- The whole of the property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee company for all the state and interest of. the Petitioner Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and become the liabilities and debts of the Transferee Company; and
- (d) All debts, liabilities, contingent liabilities, provisions, duties and obligations of every kind, nature and description of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 232 of the Companies Act, 2013, be transferred to and become the liabilities and debts of the Transferee Company.
- The tax implications, if any, arising out of the Scheme is subject to final decision of concerned tax authorities and the decision of Concerned Tax Authorities shall be binding.
- (f) The Petitioner Company is directed to strictly comply with the Accounting Treatment Standards prescribed under Section 133 of the Companies Act, 2013.
- All the proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company, if any, and
- (h) The Petitioner Companies shall within thirty days of the date of receipt of this order cause a certified copy of this order along with a copy of scheme of Amalgamation to be delivered to the Registrar of Companies for registration in accordance with Rule 25 (7) of Companies (Compromises, Arrangements & Amalgamation) Rules, 2016.
- (i) The Transferee Company shall pay the difference of stamp duty, if any payable over the increase in the share capital after setting off the fee if any paid by the Transferor Companies.
- () The Transferor Company shall be dissolved without going through the process of winding up as per the Scheme of Amalgamation.
- (k) Transferor Company or its authorized signatory is directed that after the completion of the process of Amalgamation to hand over the possession of Book of Accounts and other relevant documents of the Transferor Company to the Transferee Company for the purpose of section 239 of the Companies Act, 2013 and the Petitioner Companies should preserve its books of accounts and papers and records and shall not dispose of without prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013.
- () The Petitioner Company shall until the completion of the scheme, file a statement in such form and within such time as may be prescribed with the Registrar every year duly certified by a chartered accountant or a cost accountant or a company secretary in practice indicating whether the scheme is being complied with in accordance with the orders of the Tribunal as required under section 232(7) of the Companies Act, 2013.
(n) The petitioner companies involved in the scheme to comply with Rule 17(2) of the Companies Rules, 2013 with respect to filing of order for confirmation of scheme in Form.INC -28 with the office of Registrar of Companies.
Page 15 of 16
- (0) Any person shall be at the liberty to apply to the Tribunal in the above matter for any direction that may be necessary.
- (p) Accordingly, the CP (CAA)No.1/230/AMR/2021 is hereby allowed and disposed of.
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