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Mankind Pharma Limited M&A Activity 2025

Feb 27, 2025

61869_rns_2025-02-27_0c1eea12-bafb-493d-921c-92b9a8024066.pdf

M&A Activity

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Date: February 27, 2025

To, To BSE Limited National Stock Exchange of India Limited 1st Floor, New Trading Ring, ‘Exchange Plaza’ C-1, Block G, Rotunda Building, P.J. Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai - 400 001 Bandra (East), Mumbai-400051

SCRIP Code: 543904

Symbol: MANKIND

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Pronouncement of Order by the Hon’ble NCLT Delhi Bench sanctioning the of Scheme of Arrangement for Amalgamation

Dear Sir(s)/ Madam(s),

In continuation of our earlier intimation dated April 10, 2024 this is to inform you that the Hon’ble National Company Law Tribunal, New Delhi Bench (‘NCLT’), has approved the Scheme of Arrangement for Amalgamation of Shree Jee Laboratory Private Limited (“Transferor Company 1”), JPR Labs Private Limited (“Transferor Company 2”) and Jaspack Industries Private Limited (“Transferor Company 3”) with Mankind Pharma Limited (“Transferee Company”/ “the Company”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Arrangement”), under Sections 230 and 232 of the Companies Act, 2013 read with rules framed thereunder. The Appointed Date for the approved Scheme of Arrangement is April 01, 2024.

The said order pronounced on February 25, 2025, is now available on the website of Hon’ble NCLT viz. https://nclt.gov.in/, as of today i.e. February 27, 2025 (enclosed herewith as Annexure). However, a certified copy of the same is awaited.

The Scheme shall become effective upon filing of the certified copy of the order passed by the Hon'ble NCLT by all the companies with the Registrar of Companies. The transferor companies shall stand dissolved without winding up once the certified copy of the order is filed with the Registrar of Companies.

Any further information in this connection will be submitted with the Exchanges in due course.

Thanking you, Yours faithfully, For Mankind Pharma Limited

Digitally signed by HITESH HITESH KUMAR JAIN KUMAR JAIN Date: 2025.02.27 18:31:10 +05'30'

Hitesh Kumar Jain

Company Secretary and Compliance Officer

Enclosure: as above

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Annexure

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IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH

COURT – IV

COMPANY PETITION (CAA) NO. 33 OF 2024 CONNECTED WITH COMPANY APPLICATION (CAA) NO. 21 OF 2024

An Application under Sections 230-232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE MATTER OF:

Shree Jee Laboratory Private Limited

…Transferor Company No. 1/Petitioner Company No. 1 And

JPR Labs Private Limited

…Transferor Company No. 2/ Petitioner Company No. 2 And

Jaspack Industries Private Limited

…Transferor Company No. 3/ Petitioner Company No. 3 With

Mankind Pharma Limited

…Transferee Company/ Petitioner Company No. 4

Order Delivered on: 25.02.2025

CORAM:

SHRI MANNI SANKARIAH SHANMUGA SUNDARAM, HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN,

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Adv. S. Shiva, Adv. Suman Kumar Jha, Adv. Rishabh Singh For the RD : Adv. Manshi For the IT Department : Sr. Adv. Anurag Ojha, Adv. Hemlata Rawat,

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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Adv. V.K. Saxena, Adv. Rahul Bhat, Adv. Abhay Singh

ORDER

PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)

  1. This is an second motion petition jointly filed by the petitioner companies herein, M/s Shree Jee Laboratory Private Limited (hereinafter referred to as Transferor Company No. 1/Petitioner Company No. 1), M/s JPR Labs Private Limited (hereinafter referred to as Transferor Company No. 2/ Petitioner Company No. 2), M/s Jaspack Industries Private Limited (hereinafter referred to as Transferor Company No. 3/ Petitioner Company No. 3), and M/s Mankind Pharma Limited (hereinafter referred to as Transferee Company/Petitioner Company No. 4) and their respective shareholders and creditors jointly under section 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 Amalgamation (hereinafter referred to as the “SCHEME”) proposed between the Petitioners.

  2. The Transferor Company No. 1/Petitioner Company No. 1 i.e., M/s Shree Jee Laboratory Private Limited is a private limited company which was incorporated on 05.10.2011, under the provisions of the Companies Act, 1956 bearing CIN: U24232DL2011PTC272907, having its registered office at 208, Okhla Industrial Estate, Phase-III, New Delhi- 110020. The Transferor Company No. 1 is involved in the business of manufacturing of active pharmaceutical ingredients. The

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Authorized Share Capital of the Transferor Company No. 1/ Petitioner Company No. 1 is Rs. 140,50,00,000 divided into 14,05,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital is Rs. 140,49,87,300 divided into 14,04,98,730 Equity Shares of Rs. 10/each fully paid up.

  1. The Transferor Company No. 2/Petitioner Company No. 2 i.e., M/s JPR Labs Private Limited is a private limited company which was incorporated on 5[th] July, 2010, under the provisions of the Companies Act, 1956 bearing CIN: U24232DL2010PTC365041, having its registered office at 208, Okhla Industrial Estate, Phase-III, New Delhi110020. The Transferor Company No. 2 is engaged in the business of manufacturing of active pharmaceutical ingredients. The Authorized Share Capital of the Transferor Company No. 2/Petitioner Company No. 2 is Rs. 18,27,60,000/- divided into 1,82,76,000 Equity Shares of Rs. 10/- each; Rs. 42,72,40,000 divided into 4,27,24,000, 0.01% Optionally Convertible Non- Cumulative Redeemable Preference Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital is Rs. 17,47,39,400/- divided into 1,74,73,940 Equity Shares of Rs. 10/- each fully paid up; Rs. 32,21,88,600 divided into 3,22,18,860, 0.01% Optionally Convertible Non- Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up.

  2. The Transferor Company No. 3/Petitioner Company No. 3 i.e., M/s Jaspack Industries Private Limited is a private limited company was incorporated on 16th March, 2015, under the provisions of the Companies Act, 2013 bearing CIN: U36912DL2015PTC277915, having

CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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its registered office at 208, Okhla Industrial Estate, Phase-III, New Delhi- 110020. The Authorized Share Capital of the Transferor Company No. 3/ Petitioner Company No. 3 is Rs. 9,01,00,000 divided into 90,10,000 Equity Shares of Rs. 10/- each; Rs. 151,00,00,000/divided into 15,10,00,000, 0.01% Optionally Convertible 151,00,00,000 Non-Cumulative Redeemable Preference Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital is Rs. 9,01,00,000 divided into 90,10,000 Equity Shares of Rs. 10/- each fully paid up; Rs. 147,01,00,000 divided into 14,70,10,000, 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up.

  1. The Transferee Company/Petitioner Company No. 4 i.e., M/s Mankind Pharma Limited was incorporated on 3rd July, 1991, under the provisions of the Companies Act, 1956 bearing CIN: L74899DL1991PLC044843, having its registered office at 208, Okhla Industrial Estate, Phase-III, New Delhi- 110020. The Transferee Company is a listed company having its shares listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’). The Transferee Company is principally engaged in the manufacturing and trading of pharmaceutical and healthcare products. The Authorized Share Capital of the Transferee Company is Rs. 41,35,00,000/- divided into 41,35,00,000 Equity Shares of Re. l/- each. The Issued, Subscribed and Paid-up Capital is Rs. 40,05,88,440 divided into 40,05,88,440 Equity Shares of Re. 1/- each fully paid up.

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  1. The Petitioner Companies submits that the Petitioner Company No. 1, 2 and 3 is a wholly owned subsidiaries of the Transferee Company/ Petitioner Company No. 4 as entire share capital of Petitioner Company No. 1, 2 and 3 are held by Petitioner Company No. 4/Transferee Company.

  2. The Ld. Counsel for the Petitioner Companies submits that the rationale for the scheme of Amalgamation between the Petitioner Companies are as follows:

  3. i. The Transferor Companies are wholly owned subsidiaries of Transferee Company. Hence, the proposed amalgamation of entities involved in similar business would result in consolidation of wholly owned subsidiaries with its parent company and pooling of their resources into a single entity.

  4. ii. The Transferee Company is the flagship company of the group, the amalgamation will enable the Transferee Company to integrate its business operations and provide impetus to the operation of the Transferee Company. The consolidation of the activities by way of an amalgamation will provide seamless access to the assets of the Transferor Companies, which will lead

to operational rationalization, organizational efficiency competitive advantage and optimal utilization of resources eventually enhancing the growth and reputation of the group.

iii. The independent operations of the Transferor Companies and Transferee Company lead to incurrence of significant costs, duplication of administrative & establishment costs. The

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proposed amalgamation would enable economies of scale by attaining critical mass, achieving cost saving and better financial management of resources. The amalgamation will eliminate a multi-layered structure and reduce managerial overlaps, which are necessarily involved in running multiple entities.

  • iv. The proposed arrangement will provide greater integration and flexibility to the Transferee Company and strengthen its position in the industry, in terms of the asset base, revenues and service range.

  • The Appointed date as specified in the Scheme is 1[st] April, 2024 or such other date as may be approved by the Tribunal.

  • From the record, it is seen that the First Motion joint application seeking direction for dispensation/convening the meeting of Shareholders, Secured Creditors and Unsecured Creditors was filed before this Tribunal vide CA(CAA)21/ND/2024. This Tribunal vide order dated 09.04.2024 (pronounced order) has passed the following directions: -

  • i. The meeting of Equity Shareholders and Preference Shareholders of the Petitioner Companies were dispensed with.

  • ii. The meeting of Unsecured Creditors of the Petitioner Companies was dispensed with.

  • iii. The meeting of Secured Creditors of the Petitioner Company No. 2 and 4 were dispensed with.

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  • iv. There were nil Secured Creditors of the Petitioner Company No. 1 and 3 therefore, the requirement for convening a meeting did not rise.

  • In the present second petition, vide order dated 14.05.2024 passed by this Tribunal, the Tribunal directed the Petitioner Companies to published notice of the hearing of the main Company Petition in two newspapers namely, “Business Standard” (English Delhi Edition) and “Jansatta” (Hindi Delhi Edition) and in addition to the public notice, directed to issue notices to the (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, Income Tax Department, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and to such other sectoral regulators or authorities.

  • In compliance with the order dated 14.05.2024, the petitioner companies have filed an Affidavit of compliance on 10.06.2024 affirming and disclosing that the applicants have effected publication in “Business Standard” (English, Delhi Edition) and “Jansatta” (Hindi Delhi Edition) both dated on 07.06.2024. In addition to the public notice, notices were served on the Regional Director (Northern Region), Official Liquidator, the Income Tax Department, Registrar of Companies, NCT of Delhi and Haryana, Official Liquidator, SEBI, BSE and NSE.

  • Pursuant to the notice issued, the Regional Director, Income Tax Department and Official Liquidator they have filed their response/reply in the matter.

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  1. The Regional Director (RD) in its report affidavit dated 08.07.2024 has made certain observations regarding the proposed scheme of Amalgamation among the Petitioner Companies. In response to the same, the Petitioner Companies had filed reply dated 10.08.2024 wherein the Petitioner Companies gave clarification to the observations made by the Regional Director. The details of the same are given below:
Observation Observation
by
the
Regional Director vide
affidavit
dated
**08.07.2024 **		 Reply by the Petitioner Companies
dated 10.08.2024
1. "As per audited financial
statement of the Transferor
Companies
for
the
F.Y.2022-23, it is seen that
Transferor Companies are
subsidiaries
of
the
Transferee
Company.
However, e-form MGT-6
not filed in this regard.		 The Deponent submits· that the
Transferor Company 2/ Petitioner
Company 2 has already filed the
required
Form
MGT-6
with
the
Registrar of Companies on 11.03.2018
vide SRN No. G79022596.
2. As per audited financial
statement of the Transferor
Company
2,
as
per
annexure I of auditor’s
report, auditor has stated
that
the
quarterly
returns/statements
filed
by
the
company
with
banks
in
respect
of
sanctioned working capital
limits, are not in agreement
with the audited books of
accounts of the company
and the details are given in
table provided therein.		 That the deponent submits that the
difference between the balances as per
the audited books of accounts and the
quarterly
returns/statements
filed
with the bank are on account of entries
posted
in
routine
books
closure
process, which is normally concluded
post filing of statements with the
banks.
This
observation
of
the
Regional Director is factual in nature
and does not have any impact on the
classification of loan or any debt
covenants. The above fact has also
been recorded in the auditor's report.

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3. As per audited financial
statement of the Transferor
Company
2,
as
per
annexure I of auditor’s
report,
auditor
has
mentioned statements of
arrears of statutory dues
outstanding more than six
months
amounting
Rs.
2.78 lacs.		 i.
The Deponent on behalf of
Transferor
Company
2
submits that, the arrears of
statutory dues were on
account
of
technical
difficulties faced by the
Petitioner Company 2 in
view
of
the
Employees
Provident
Fund
Organisation
(EPFO)
mandating the linkage of
Aadhaar
numbers,
Employee Names, Fathers'
Name and Dates of Birth
with the Universal Account
Number (UAN) issued by
EPFO. This requirement of
EPFO led to delays in the
deposit of PF amounts into
employee accounts, as the
contributions made by the
Petitioner Company 2 were
rejected
by
the
EPFO
authorities
because
of
discrepancies
in
the
personal details of several
employees.
ii.
The Deponent on behalf of
Transferor
Company
2
submits that the Petitioner
Company
2
has
paid
majority
of
the.
outstanding statutory dues
and
the
current
outstanding
amount
stands at only Rs. 16,346/-
.

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iii.
The Deponent on behalf of
Transferor
Company
2
submits that Upon the
Scheme becoming effective,
the Transferor Company 2
shall stand transferred to
the Transferee Company as
a going concern including
its
employees
and
the
Transferee Company shall
inter
alia
discharge
its
obligations
towards
payment of statutory dues
in respect of the Transferor
Company 2.
4. As per audited financial
statement of the Transferee
Company for the F.Y.2022-
23, auditor has mentioned
emphasis
of
matter
regarding a search under
section 132 of the Income
Tax Act, 1961 conducted
by
the
Income
Tax
Department
on
the
registered office, corporate
office
and
few
of
manufacturing locations of
the company and other
premises and few of its
group
entities
and
residences
of
its
employees/ KMPs.		 i.
That in respect of the
observation of the Regional
Director regarding. search
under Section 132 of the
Income Tax Act, 1961 (IT
Act)
conducted
by
the
Income Tax Department,
the Deponent submits that
consequent to the search,
the Department had issued
notices under Section 148
of
the
IT
Act
to
the
Transferee
Company
as
well as to few of its group
entities to furnish Income
Tax Returns (ITR). The
Transferee
Company
as
well as such group entities
in
response
to
such
notices, have furnished the
requisite ITR/computation
of income, as applicable.
Subsequently,
the
Transferee Company and

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such group entities had
received
notices
under
Section 143(2)1142(1) of
the IT Act requiring the
Transferee Company and
such
group
entities
to
submit
certain
documents/information m
response thereto for the
Assessment
Years
for
which notices have been
issued.
The
Transferee
Company and such group
entities are in the process
of
complying
with
said
notices.
ii. The Deponent on behalf of
the Transferee Company
submits that, upon the
Scheme becoming effective,
any
tax
liabilities,
pendency of rectification
and
refund,
demands,
proceedings,
appeals,
assessments etc. existing
or pending in respect of the
Transferor
Companies
regarding
search
under
Section 132 of the IT Act
shall stand transferred to
the Transferee Company;
and; upon the Scheme
becoming
effective,
the
Transferee Company shall
inter
alia
discharge
its
obligations
towards
payment of tax liabilities in
respect of the Transferor
Companies,
without

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prejudice to the rights,
relief
and
remedies
available under law.
5. As per audited financial
statement of the Transferee
Company for the F.Y.2022-
23, company has granted
loans
and
advances
amounting Rs. 9,700.90
lacs.
In
this
regard
company
may
ensure
compliance of provisions of
section 185 and 186 of the
Companies Act, 2013.		 That
in
response
to
observation
regarding compliance of the provisions
of Section 185 and 186 of the
Companies Act, 2013, the Deponent
submits that the Transferee Company
is in compliance with and shall
continue to ensure compliance of the
provisions of Section 185 and 186 of
the Companies Act, 2013 as may be
required.
6. As per annexure I of the
auditor's
report
to
the
audited
financial
statement of the Transferee
Company for the F.Y.2022-
23, auditor has mentioned
statements of arrears of
undisputed statutory dues
outstanding more than six
months
amounting
Rs.
175.4 lacs.		 A. The Deponent on behalf of
Transferee Company submits
that, the arrears of statutory
dues
were
on
account
of
technical difficulties faced by
the Petitioner Company 4 in
view
of
the
Employees
Provident Fund Organisation
(EPFO) mandating the linkage
of
Aadhaar
numbers,
Employee
Names,
Fathers'
Name and Dates of Birth with
the Universal Account Number
(UAN) issued by EPFO. This
requirement of EPFO led to
delays in the deposit of PF
amounts
into
employee
accounts, as the contributions
made
by
the
Petitioner
Company 4 were rejected by
the EPFO authorities because
of
discrepancies
in
the
personal
details
of
several
employees.

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B. The Deponent on behalf of
Transferee Company submits
that the Petitioner Company 4
has
paid
majority
of
the
outstanding
statutory
dues
and the current outstanding
amount stands at Rs. 3.81/-
lacs.
7. Refer to clause 2 (2.2) of
Part III of the scheme, the
Transferee company may
kindly
be
directed
to
comply with the provision
of section 232(3)(i) of the
Companies Act, 2013 in
regard to fee payable on its
revised authorized share
capital, if applicable."		 a. That in respect of observation
relating to fee payable on revised
authorized.
share
capital,
it
is
submitted
that
in
view
of
the
provisions of the Clause 2(2.2) of Part
III of the Scheme, the Transferee
Company/Petitioner Company No. 4
shall comply with the provisions of
Section 232(3)(i) of the Companies Act,
2013 in regard to the fee payable on its
revised authorized share capital, if
applicable.
b. That the compliance of the aforesaid
provision of Section 232(3)(i) by the
Transferee
Company
I
Petitioner
Company 4 is only required to be made
subsequent to the sanction of the
Scheme of Arrangement by the Hon'ble
Tribunal and not: prior to such
sanction, which is per se evident from
the provisions of Section 232 itself.
"The said provision is reproduced
below for ready reference:
"Section
232.
Merger
and
amalgamation of companies
(1) .....
(2) …..
(3) The Tribunal, after satisfying itself
that the procedure specified in sub-
sections (1) and (2) has been complied

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with, may, by order, sanction the
compromise or arrangement or by a
subsequent order, make provision for
the following matters, namely: -
(a) .....
….
(i) where the transferor company is
dissolved, the fee, if any, paid by the
transferor company on its authorised
capital shall be set-off against any fees
payable by the
transferee company on its authorised
capital
subsequent
to
the
amalgamation; and
…..”
(Emphasis supplied)
Thus,
the
Transferee
Company/
Petitioner Company 4 shall be required
to comply with the provisions of
Section 232(3)(i) of the Companies Act,
2013 only subsequent to the sanction
of
Scheme
of
Arrangement
for
Amalgamation
by
this
Hon'ble
Tribunal; and; the fee and duty paid on
the Authorized Share Capital of the
Transferor Companies shall be set off
against
the
fee
payable
on
the
Authorized
Share
Capital
of
the
Transferee Company, if any.
  1. Thus, the Petitioner Companies duly replied to queries raised by the

Regional Director and vide order dated 10.12.2024, the Regional Director had appeared and submitted that they have no further observations.

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  1. The Income Tax Department in its report dated 05.07.2024 with

respect to the Transferor Company No. 1/Petitioner Company No. 1

stated that which is reproduced hereunder: -

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  1. The Income Tax Department in its report dated 12.09.2024 with

  2. respect to the Transferor Company No. 2/Petitioner Company No. 2 stated that which is reproduced hereunder:-

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  1. The Income Tax Department in its report dated 12.09.2024 with

respect to the Transferor Company No. 3/Petitioner Company No. 3 stated that which is reproduced hereunder: -

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  1. The Income Tax Department in its report dated 12.09.2024 with

respect to the Transferee Company/Petitioner Company No. 4 stated

that which is reproduced hereunder: -

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  1. During the course of proceedings dated 10.12.2024, the Income Tax

Department had appeared and submitted that they have no objection subject to filing compliance affidavit by the Applicant.

  1. The Petitioner Company No. 1, 2 and 3 have filed a rejoinder affidavit dated 10.08.2024 affirming that upon the Scheme becoming effective, any tax liabilities, pendency of rectification and refund, demands, proceedings, appeals, assessments etc., existing or pending in respect of the Transferor Company No. 1 shall stand transferred to the Transferee Company; and; upon the Scheme becoming effective, the

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Transferee Company shall inter alia discharge its obligations towards payment of tax liabilities in respect of the Transferor Company No. 1, without prejudice to the rights, relief and remedies available under law.

  1. The Transferee Company/Petitioner Company No. 4 in its rejoinder affidavit dated 10.08.2024 affirming that pursuant to the Scheme of Arrangement for Amalgamation, the Transferee Company/Petitioner Company No. 4 would continue to exist as a going concern, and that, the Income Tax Department would not be prejudiced in any manner whatsoever. Further upon the Scheme becoming effective, any tax liabilities, pendency of rectification and refund, demands, proceedings, appeals, assessments etc. existing or pending in respect of the Transferor Companies shall stand transferred to the Transferee Company; and; upon the Scheme becoming effective, the Transferee Company shall inter alia discharge its obligations towards payment of tax liabilities in respect of the Transferor Companies, without prejudice to the rights, relief and remedies available under law.

  2. The Official Liquidator in its report dated 02.07.2024 wherein it is stated that on the basis of information submitted by the Petitioner Companies is of the view that the affairs of the aforesaid Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to pubic interest in terms of the provisions of the Companies Act, 2013. Further, during the course of proceedings dated 10.12.2024, the Official Liquidator had appeared and submitted that the Official Liquidator has no objection,

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if the present application filed under Section 230-232 of the Companies Act, 2013 stands allowed.

  1. The Petitioner Companies have annexed the Certificate issued by the respective Statutory Auditors confirming that the accounting treatment in the Scheme is in conformity with the Companies (Accounting Standard) Rules, 2016 prescribed by the Central Government under Section 133 of the Companies Act, 2013.

  2. The Petitioner Companies in its affidavit dated 25.01.2024 which were annexed with the first motion application i.e., CA(CAA) 21/ND/2024 wherein it is confirming that there is no material investigation or proceeding pending against the Applicant Companies under any law for the time being in force. Further, the Petitioner Companies submitted that in the event there is any investigation or proceeding initiated against the Transferor Company 1/Petitioner Company 1, Transferor Company 2/Petitioner Company 2 and/or Transferor Company 3/Petitioner Company 3 before the effectiveness of this Scheme, the same shall be transferred to the Transferee Company/Petitioner Company 4 upon effectiveness of the Scheme of Arrangement.

  3. The Petitioner Companies in its affidavit dated 10.06.2024 confirming that the applicant companies have not received any complaint/objection against the proposed Scheme of Arrangement for Amalgamation from any person/party/stakeholder interested in the Scheme in any manner till the date of filing of this affidavit.

18

CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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  1. In first motion application, the Petitioner Companies have filed an affidavit dated 25.01.2024 confirming that there is no material investigation or proceeding pending against the Applicant Companies under any law for the time being in force. If there exists/arises any legal or other proceeding by/against the Applicant Companies on/from the date of execution of this affidavit, the same shall be continued, prosecuted and enforced against the Transferee Company/ Applicant Company No. 4 pursuant to the abovementioned Scheme.

  2. The Petitioner Companies also submitted that the report/observation/NOC of the SEBI and Stock Exchanges is not required in view of the provisions of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20.06.2023 provides that the provisions of the master circular shall not apply to schemes which solely provide for merger of a wholly owned subsidiary or its division with the parent company. However, such draft schemes shall be filed with the Stock Exchanges for the purpose of disclosures and the Stock Exchanges shall disseminate the scheme documents on their websites. In view of the requirement of this Master Circular, the draft Scheme has been filed with BSE and NSE on 10[th] November, 2023 and 13[th] November, 2023 respectively. The copy of SEBI Master Circular, screenshot of the website of BSE and NSE evidencing filing or the Scheme were annexed and marked as Annexure A-32 (Colly) to the CA (CAA) No. 21/ND/2024.

  3. The shareholders of the petitioner companies are the best judges of their interest, being fully conversant with market trends. Therefore,

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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their decisions are not supposed to be interfered with by the Tribunal for the reason that it is not proper on the part of the judicial function of the Tribunal to examine and evaluate entrepreneurial activities and their commercial decisions. It is well settled that the Tribunal evaluating the Scheme, of which sanction is sought under Section 230-232 of the Companies Act of 2013, will do not ordinarily go into the merits of the corporate decisions of companies as approved by their respective shareholders and creditors.

  1. It has also been affirmed in the petition that the Scheme is in the interest of the Petitioner Companies including their shareholders, creditors, employees and all concerned. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, there appears to be no impediment in sanctioning the present Scheme.

  2. Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013 with the following directions: -

  3. i. The Petitioners shall always remain bound to comply with the statutory requirements in accordance with law.

  4. ii. Notwithstanding the sanction, if there is any deficiency found or, violation committed, qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will not come in the way of action being taken in accordance with the law, against the concerned persons, directors and officials of the petitioners.

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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  • iii. While approving the Scheme as above, we further clarify 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, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law.

  • This Tribunal further directs with respect to the Transferor Companies and the Transferee Company, that: -

  • i. Upon the sanction becoming effective from the appointed date i.e., 01.04.2024 as provided in the Scheme, the Transferor Companies shall stand dissolved without undergoing the process of winding up.

  • ii. All contracts of the Transferor Companies which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obliged thereto;

  • iii. All the employees of the Transferor Companies shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on the terms and conditions no less favorable than those on which they are engaged by the Transferor Companies,

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits;

iv. All liabilities of the Transferor Companies, shall, pursuant to the provisions of section 232(4) and other applicable provisions of the Companies Act, 2013, to the extent they are outstanding as on the Effective Date, without any further act, instrument or deed stand transferred to and be deemed to be the debts, liabilities, contingent liabilities, duties and obligations etc. as the case may be, of the Transferee Company and shall be exercised by or against the Transferee Company, as if it had incurred such liabilities.

  • v. All proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company.

  • vi. Any person interested or affected shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary.

  • Further, the Petitioner Companies shall within thirty days of the date of the receipt of this order, cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Transferor Companies shall be dissolved and the Registrar of Companies shall place all documents relating to the Transferor Companies on the file kept by him in relation

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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to the Transferee Company and the files relating to all the Petitioner Companies shall be consolidated accordingly.

  1. In compliance with the requirement of Section 232 (7) of the Act, the Transferee Company shall until the full implementation of the Scheme of Amalgamation shall file a statement every year in the Form CAA 8 along with the required fees with the Registrar of Companies as prescribed in the Companies (Registration offices and fees) Rules 2014 within 210 days from the end of each financial year.

  2. The petition stands allowed on the above terms.

  3. Let copy of the order be served to the parties.

Sd/Sd/DR. SANJEEV RANJAN MANNI SANKARIAH SHANMUGA SUNDARAM MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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CP (CAA) NO. 33 OF 2024 CONNECTED WITH CA (CAA) NO. 21 OF 2024 Order Dated: 25.02.2025

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