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Thacker & Co. Ltd. M&A Activity 2025

May 2, 2025

62883_rns_2025-05-02_b9ea13b6-ddb6-419d-9286-9bd0c98085c3.pdf

M&A Activity

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02[nd] May, 2025

The Manager, Corporate Relationship Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Ref: Scrip Code- 509945

- Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),

Ref: Intimation of NCLT Approval for Scheme of Merger by Absorption of Fujisan Technologies Limited (‘Transferor Company’) with Thacker and Company Limited (‘Transferee Company’) and their respective shareholders under Sections 230-232 and other relevant provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016;

Dear Sir/Ma’am,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench vide their Order dated 01[st] May, 2025, has sanctioned the "Scheme of Merger by Absorption" between Fujisan Technologies Limited ('Transferor Company') and Thacker and Company Limited Limited ('Transferee Company') with the appointed date being 01[st] April, 2022.

The Certified copy of the Order of NCLT Mumbai is awaited. The Scheme shall be effective once the Certified Copy of the Order of the Hon’ble NCLT is filed with the Registrar of Companies, Mumbai.

We request you to take on record the enclosed copy of the order uploaded on NCLT website.

Thanking you,

Yours Faithfully,

For THACKER AND COMPANY LIMITED

SHEFALI MANISH PATEL Digitally signed by SHEFALI MANISH PATEL DN: c=IN, o=PERSONAL, title=9314, pseudonym=9df7217d5a0642e6925520c3179eafe4, 2.5.4.20=ef22dd8f94d3a12299c5bad11d97d973c478aa8fe5c7740ff3e6633f261ef5d9, postalCode=400068, st=Maharashtra, serialNumber=6e4ccaa17f85ca053c49ce7c3f12abc76a14cde852854c9549609abd66b8cf56, cn=SHEFALI MANISH PATEL Date: 2025.05.02 12:43:27 +05'30' Shefali Patel Company Secretary

Encl.: As Above

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India Corporate Office: Jatia Chambers, 60 Dr. V.B.Gandhi Marg, Mumbai-400001, India Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in , E-mail: [email protected] CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7

IN THE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH

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C.P.(CAA)/39/MB-III/2024

IN

C.A.(CAA)/85/MB-III/2023

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016;

And

In the matter of Scheme of Merger by Absorption of Fujisan Technologies Limited (‘First Petitioner Company’ or ‘Transferor Company’) with Thacker And Company Limited (‘Second Petitioner Company’ or ‘Transferee Company’) and their respective Shareholders.

FUJISAN TECHNOLOGIES LIMITED

a Company incorporated under the Companies Act,1956 and having its Registered Office at Bhogilal Hargovindas Building Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, Maharashtra, India. CIN: U30007MH2004PLC147380

…First Petitioner Company / Transferor Company

THACKER AND COMPANY LIMITED , a

Company incorporated under the Indian Companies Act, 1866 and having its Registered Office at Bhogilal Hargovindas Building Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001 Maharashtra, India. CIN: L21098MH1878PLC000033

…Second Petitioner Company / Transferee Company

C.P.(CAA)/39/MB-III/2024

IN

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C.A.(CAA)/85/MB-III/2023

Order pronounced on 01.05.2025

Coram:

SMT. LAKSHMI GURUNG, HON’BLE MEMBER (JUDICIAL) SH. HARIHARAN NEELAKANTA IYER, HON’BLE MEMBER (TECHNICAL)

Appearances:

For the Petitioner Companies Mr. Ajit Singh Tawar i/b Ajit Singh Tawar & Co., Advocates

For Regional Director: Adv. Guarav Jaiswal, Company Prosecutor

(Hereinafter Transferor Company and Transferee Company shall be referred to as ‘Petitioner Companies’)

ORDER

Per: CORAM

  1. Heard Learned Counsel for the Petitioner Companies, the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai.

  2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013, other relevant provisions of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 for the Scheme of Merger by Absorption (‘Scheme’) of Fujisan Technologies Limited (‘First Petitioner Company’ or ‘Transferor Company’) with Thacker And Company Limited (‘Second Petitioner Company’ or ‘Transferee Company’) and their respective shareholders.

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C.A.(CAA)/85/MB-III/2023

  1. It is submitted that the registered offices of the Petitioner Companies are situated in the State of Maharashtra and hence they are under the territorial jurisdiction of this Tribunal.

  2. It is submitted that, the Boards of Directors of the Petitioner Companies have approved the Scheme at their respective Board Meetings held on 09.01.2023, Copies of the Board Resolutions are to the Company Scheme Petition as Annexure D1 and D2 . The Appointed Date is 1st April, 2022.

  3. The Transferor Company is a wholly owned subsidiary Company of Transferee Company. Further the equity share capital of the Transferee Company is listed on BSE Limited (“BSE”) accordingly its equity shares are (widely and publicly) traded on nation-wide terminals. The requirement of obtaining observation /no-objection letters, as stipulated under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), read with the circular dated March 10, 2017, bearing reference number CFD/DIL3/CIR/2017/21 and Master circular dated 23 November 2021, bearing reference number SEBI/HO/CFD/DIL1/CIR/P/ 2021/0000000665 issued by SEBI (“SEBI Scheme Circular”) is not applicable in the case of a merger between a Wholly Owned Subsidiary into its Holding Company.

  4. It is submitted that the Company Scheme Petition No. C.P. (CAA) No. 39/MB-III/2024 has been filed in consonance with the order of the Tribunal dated 17.10.2023 passed in the Company Scheme

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C.P.(CAA)/39/MB-III/2024 IN

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C.A.(CAA)/85/MB-III/2023

Application No. 85 of 2023 and has also filed the affidavit of service stating that the directions inter alia regarding issuance of notices to regulatory authorities, have been duly complied with by the Petitioner Companies, as per the directions of this Tribunal.

7. Nature of Business :

7.1 It is submitted that the First Petitioner Company is engaged in the business of buying, selling, importing, exporting, manufacturing, processing, assembling, designing, developing, marketing or otherwise carry on agency business in all kind of computers, digital diaries, computer peripherals including floppy disc drives, hard disc drives, floppy disc, CDs, CD readers and writers, printers, all kinds of monitors, computer accessories and all kinds of electric and electronic equipment pertaining to computer systems, data storing and data processing devices. The Transferor Company is a wholly owned subsidiary of the Transferee Company.

  • 7.2 It is submitted that the Second Petitioner Company is engaged in the business of real estate activities with own or leased property and other financial activities.

8. Rationale of the Scheme:

The Counsel for the Petitioner Companies submits that the Proposed scheme would accomplish the following benefits:

  • a) The Transferor Company is a wholly owned subsidiary of the Transferee Company, so a merger will help to consolidate the entities.

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C.P.(CAA)/39/MB-III/2024

IN

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C.A.(CAA)/85/MB-III/2023

  • b) The merger will lead to greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value.

  • c) The merger will result in a reduction in overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by the Transferor Company and the Transferee Company.

  • d) The merger would motivate employees of the Transferor Company by providing better opportunities to scale up their performance with a listed corporate entity having large resources and assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value.

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C.P.(CAA)/39/MB-III/2024 IN

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C.A.(CAA)/85/MB-III/2023

  1. The Petitioner Companies have submitted that the Authorized, Issued, Subscribed and Paid-up Share Capital of Petitioner Companies as on 31.03.2023 is as follows:

9.1 First Petitioner Company/ Transferor Company

Particulars Amount in Rs
Authorized Share Capital
1,00,000 Equity shares of Rs. 10 each
4,00,000 10% Non-Cumulative Preference shares of
Rs. 10 each		 10,00,000
40,00,000
Total 50,00,000
Issued, subscribed and fully paid-up capital
1,00,000 Equity Shares of Rs. 10 each 10,00,000
Total 10,00,000

9.2 Second Petitioner Company/ Transferee Company

Particulars Amount in Rs
Authorised capital
15,00,000 EquityShares of Rs.1 each 15,00,000
Total 15,00,000
Issued, subscribed and fully paid-up capital
10,87,719 Equity Shares of Rs. 1 each
Add: Forfeited Shares(duringF.Y. 2013-14)		 10,87,719
225
Total 10,87,944

Consideration:

  1. It is submitted that the Transferor Company is a wholly owned subsidiary of Transferee Company. Accordingly, upon the Scheme becoming effective, no shares of the Transferee Company shall be allotted in lieu or exchange of the holding of the Transferee

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Company in the Transferor Company (held directly and jointly with individuals and the nominee shareholder) and the issued and paidup capital of the Transferor Company shall stand cancelled on the Effective Date without any further act, instrument or deed.

  1. The Regional Director has filed his Report dated 01.07.2024 (‘RD Report’). In response to the observations made by the Regional Director, the Petitioner Companies have given clarifications and undertakings vide their (‘Affidavit in Reply’) dated 07.01.2025. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:
Para Observation by the Regional Director
vide report dated 01.07.2024		 Undertaking
of
the
Petitioner Company vide
Reply dated 07.01.2025
2(a) That on examination of the report of the
Registrar of Companies, Pune dated
24.06.2024 (Annexed as Annexure A-1)
that Petitioner Companies are falls within
the jurisdiction of ROC, Mumbai. It is
submitted that there is no complaint are
pending against the Petitioner Company
and / or there is no representation
regarding
the
proposed
scheme
of
Amalgamation has been received against
the Petitioner Companies. Further, the
petitioner company have filed Financial
Statements up to 31.03.2023 further
observations in ROC report are as under:		 In so far as observations made
in paragraph 2(a) of the Report
is
concerned,
the
Petitioner
Companies herein below reply to
the observation of the Registrar
of
Companies,
Maharashtra,
Mumbai, as stated in the Report
of the Regional Director, Western
Region Mumbai:

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C.A.(CAA)/85/MB-III/2023

Response to observation in
paragraph 2(a)(i):The Petitioner
Companies
state
that
the
observation
of
Registrar
of
Companies,
Maharashtra
Mumbai is self-explanatory and
clarifies
that
no
Inquiry,
inspection,
investigation,
prosecution & complaint under
Companies Act, 2013 is pending
against
the
Petitioner
Companies.
Response to observation in
paragraph 2(a)(ii):In so far as
observation made by the ROC is
concerned,
the
Petitioner
Companies undertake that it
shall comply with the provisions
of
Section
232(3)(i)
of
the
Companies Act, 2013 as regards
to the combination of Authorised
share
capital,
where
the
Transferor Company is dissolved
and the fees, if any, paid by the
Transferor
Company
on
its
Authorised share capital shall be
set-off against any fees payable
by the Transferee Company on
its
Authorised
share
capital
subsequent
to
the
Amalgamation.
Therefore,
the
remaining
fee,
if
any
after
setting-off the fees already paid
by the Transferor Company on
its authorized capital, will be

i. That the ROC Mumbai in its report dated 24.06.2024 has also stated that no Inquiry, Inspection, Investigations, Prosecutions, Technical Scrutiny, Complaints under Companies Act, 2013 have been pending against the Petitioner Companies.

ii. As per the provisions of Section 232(3)(1) of the Companies Act, 2013, where the transferor company is dissolved, the fee, if any, paid by the transferor company on its authorized capital shall be set-off against any fees payable by the transferee company on its authorized capital subsequent to the amalgamation. Therefore, remaining fee, if any after setting-off the fee already paid by the transferor company on its authorized capital, must be paid by the transferee company on the increased authorized capital subsequent to the amalgamation.

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iii. The Objects of Transferor Company
and Transferee Company are not similar.
They are directed to amend the object
clause.
iv. Interest of the Creditor should be
protected.		 paid by the Transferee Company
on
the
increased
authorized
capital
subsequent
to
the
amalgamation.
Response to observation in
paragraph 2(a)(iii): In so far as
observation made by the ROC is
concerned,
the
Petitioner
Companies
states
that
the
Clause
14
of
the
Scheme
provides
for
amendment
to
Memorandum of Association of
the Transferee Company in order
to include the activities currently
being
carried
on
by
the
Transferor
Company
upon
coming into effect of the Scheme,
to
the
matters
which
are
necessary for furtherance of the
objects of the memorandum of
association of the Transferee
Company, to the extent such
objects are not already covered
by
those
of
the
Transferee
Company.
Therefore,
the
Transferee Company undertakes
to
carry
out
necessary
compliance upon the Scheme
getting approved to change the
object clause of the Transferee
Company.
Response to observation in
paragraph 2(a)(iv): of the RD
Report
is
concerned,
The

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v. May be decided on its merits. Petitioner Companies undertake
to protect the interest of the
Creditors.
2(b) Transferee company should undertake to
comply with the provisions of section
232(3)(i) of the Companies Act, 2013
through
appropriate
affirmation
in
respect of fees payable by Transferee
Company for increase of share capital on
account
of
merger
of
transfer
of
companies		 In so far as observations made
in paragraph 2(b): of the RD
Report
is
concerned,
The
Petitioner Companies undertake
that it shall comply with the
provisions of Section 232(3)(i) of
the Companies Act, 2013 as
regards to the combination of
Authorised share capital, where
the
Transferor
Company
is
dissolved and the fees, if any,
paid by the Transferor Company
on its Authorised share capital
shall be set-off against any fees
payable
by
the
Transferee
Company
on
its
Authorised
share capital subsequent to the
Amalgamation.
Therefore,
the
remaining
fee,
if
any
after
setting-off the fees already paid
by the Transferor Company on
its authorized capital, will be
paid by the Transferee Company
on
the
increased
authorized
capital
subsequent
to
the
amalgamation.
2(c) In compliance of Accounting Standard-14
or IND-AS 103, as may be applicable, the
transferee company shall pass such
accounting entries which are necessary
in connection with the scheme to comply		 In so far as observations made
in paragraph 2(c): of the RD
Report
is
concerned,
The
Petitioner Companies undertake
topass necessaryaccounting

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C.A.(CAA)/85/MB-III/2023

with
other
applicable
Accounting
Standards including AS-5 or IND AS-8
etc.		 entries in connection with the
Scheme as per AS -14 (IND AS-
103) for accounting treatment, to
the
extent
applicable.
The
Petitioner
Companies
also
undertake to comply with the
other
applicable
Accounting
Standards, such as AS-5 (IND
AS-8)
etc.,
to
the
extent
applicable.
2(d) The Hon’ble Tribunal may kindly direct
the Petitioner Companies to file an
affidavit to the extent that the Scheme
enclosed to the Company Application and
Company Petition are one and same and
there is no discrepancy, or no change is
made.		 In so far as the observations
made in paragraph 2(d): of the
RD Report is concerned, the
Petitioner Companies undertake
that the Scheme enclosed with
the Company Application and
Company Petition are one and
the
same
and
there
is
no
discrepancy in the same
2(e) The
Petitioner
Companies
under
provisions of section 230(5) of the
Companies Act 2013 have to serve
notices to concerned authorities which
are
likely
to
be
affected
by
the
Amalgamation or arrangement. Further,
the approval of the scheme by the
Hon’ble Tribunal may not deter such
authorities to deal with any of the issues
arising after giving effect to the scheme.
The decision of such authorities shall be
binding on the petitioner companies
concerned.		 In so far as the observations
made in paragraph 2(e): of the
RD Report is concerned, the
Petitioner
companies
provide
that they have already served
notices under the provisions of
Section 230(5) of the Companies
Act, 2013 on the concerned
authorities in accordance with
the directions of the Hon’ble
NCLT.
Further,
Affidavit
of
Service for the same has also
been
filed
with
the
Hon’ble
NCLT.
2(f) As per Definition of the Scheme,
“Appointed Date” for thepurpose of the		 In so far as the observations
made in paragraph 2(f):of the

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Scheme and for the purpose of Income
Tax Act, 1961, means 1st April 2022 or
such other date as National Company
Law Tribunal or such other authority as
may be applicable, as the case may be,
may direct or approve.
"Effective Date"means the date or last
of the date on which the certified/
authenticated
copies
of
the
Order
sanctioning the Scheme passed by the
National
Company
Law
Tribunal,
Mumbai
Bench
are
filed
with
the
Registrar of Companies, Mumbai by the
Transferor and Transferee Company.
In this regard, it is submitted that Section
232(6) of the Companies Act 2013 states
that the Scheme under this section shall
clearly indicate an appointed date from
which it shall be effective, and the
scheme shall be deemed to be effective
from such date and not at a date
subsequent
to
the
appointed
date.
However, this aspect may be decided by
the Hon’ble Tribunal taking into account
its inherent powers.
The Petitioners may be asked to comply
with the requirements as clarified vide
circular no. F. No.7/12/2019/CL-I dated
21.08.2019 issued by the Ministry of
Corporate Affairs.		 Report
is
concerned,
the
Petitioner
companies
confirm
and clarify as under:
As per the clause 1.3 of Part I of
the Scheme,“Appointed Date”
means the 1st April, 2022 or
such other date as may be
directed or approved by the
Hon'ble National Company Law
Tribunal
or
any
other
appropriate authority.
As per the clause 1.6 of Part I of
the
Scheme
specifies
the
‘Effective Date’means the last
of the dates on which certified
copies of the orders of the
Hon'ble National Company Law
Tribunal, Mumbai are filed with
the
Registrar
of
Companies
(ROC), Mumbai.
The Petitioner Companies states
that the original Scheme was
presented before this Tribunal
on
March
24,
2023,
by
mentioning the Appointed Date
as April 01, 2022, which is well
within one year of the Appointed
date and in compliance of the
circular
no.
F.
No.
7/12/2019/CL-I
dated
21.08.2019
issued
by
the
Ministry of Corporate Affairs.
2(g) Petitioner Companies shall undertake to In so far as the observations

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comply with the directions of the Income
tax department & GST department, if
any.		 made in paragraph 2(g): of the
RD Report are concerned, the
Petitioner Companies state that
notice as required under section
230(5) of Companies Act, 2013
have been served on to the
concerned
Income
Tax
Authorities & GST Department.
The Petitioner Companies have
received a ‘No objection letter
from Income Tax Department on
the Scheme and further the
Petitioner Companies have not
yet received any directions from
the
GST
Department.
The
Petitioner Companies undertake
to
comply
with
any
such
directions issued by the said
GST Department, if received.
2(h) Petitioner Companies shall undertake to
comply
with
the
directions
of
the
concerned sectoral Regulatory, if any.		 In so far as the observations
made in paragraph 2(h): of the
Report
is
concerned,
the
Petitioner Companies undertake
to comply with the directions of
sectoral regulatory, if any.
2(i) The Petitioner Company states that the
Transferee
Company
shall
be
in
compliance with provisions of Section
2(1B) of the Income Tax Act, 1961. In this
regard, the petitioner company shall
ensure compliance of all the provisions of
Income Tax Act and Rules thereunder.		 In so far as the observations
made in paragraph 2(i): of the
RD Report is concerned, the
Petitioner
Companies
undertakes to comply with all
the provisions of Income Act,
1961 including provisions of
Section 2(IB) of the Income Tax
Act.
2(j) The Petitioner Transferee Company has In so far as the observations

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sent
an
intimation
letter
dated
13.01.2023 to BSE Limited, in this regard
if any observation pointed out by BSE
Limited
then
Petitioner
Transferee
Company shall undertake to comply with
the same and also comply with SEBI
((Listing
Obligation
and
Disclosure
Requirements) Regulations, 2015.		 made in paragraph 2(j): of the
RD Report is concerned, the
Petitioner Companies submits
that the present scheme is a
scheme of merger between a
Wholly
owned
Subsidiary
Company
into
its
Holding
Company. Further the equity
share capital of the Transferee
Company
is
listed
on
BSE
Limited (“BSE”) accordingly its
equity shares are (widely and
publicly) traded on nation-wide
terminals. The requirement of
obtaining
observation
/no-
objection letters, as stipulated
under Regulation 37 of the
Securities and Exchange Board
of India (Listing Obligations and
Disclosure
Requirements)
Regulations,
2015
(“SEBI
LODR”), read with the circular
dated March 10, 2017, bearing
reference
number
CFD/DIL3/CIR/2017/21
and
Master circular dated November
23,
2021,
bearing
reference
number
SEBI/HO/CFD/DIL1/CIR/P/20
21/0000000665 issued by SEBI
(“SEBI Scheme Circular”) is not
applicable when it’s a merger
between
a
Wholly
Owned
Subsidiary
into
its
parent
Company.
Further,
in
accordance with the provisions
of Regulation 37(6) of SEBI
LODR, read with SEBI Circular

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No.
CIR/CFD/CMD/4/2015
dated September 9, 2015 read
with the circular dated March
10,
2017,
bearing
reference
number
CFD/DIL3/CIR/2017/21,
the
Transferee
Company
has
provided adequate disclosures to
the Stock Exchanges and the
same is annexed as “Exhibit F”
to
the
Company
Scheme
Petition.
2(k) The Petitioner Company shall undertake
to comply with provision of Section 90 of
Companies Act, 2013 r/w. Companies
(Significant
Beneficial
Owners)
Amendment Rules, 2019, thereunder and
to file Form BEN-2 for declaring name of
the significant beneficial owner with
concerned ROC.		 In so far as the observations
made in paragraph 2(k): of the
RD
Report
is
concerned,
Transferee petitioner company
(Thacker And Company Limited)
has carried out the exercise of
identification of individual who
would be considered as the
Significant Beneficial Owner of
Thacker And Company Limited
in terms of Section 90 of the
Companies
Act
2013
r/w
Companies
(Significant
Beneficial Owners) Amendment
Rules, 2019 and the Form BEN-
2 with respect to the significant
beneficial owner is already
filed by the Transferee Company.
The copy of Form BEN-2 along
with attachments and Challan is
annexed herewith asAnnexure
B Colly to the RD Rejoinder.

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  1. The Petitioner Companies in reply to Para 2 (e) of the RD report have stated that the Petitioner Companies have served notices on the Concerned authorities to comply with the directions of this Tribunal. On perusal of the Affidavit of service we note that notices have been duly served upon the following authorities:

  2. i. The Regional Director, Mumbai.

  3. ii. The Registrar of Companies, Mumbai.

  4. iii. Jurisdictional Income Tax Authority

  5. iv. Nodal Officer in the Income Tax Department

  6. v. Goods and Service Tax Authorities

  7. vi. Real Estate Regulatory Authorities

  8. vii. Official Liquidator

viii. BSE Limited

  • ix. Securities and Exchange Board of India

The Affidavit of Service is annexed as Annexure F to the Company Petition.

Amendment to the Memorandum of Association of the Transferee Company

  1. The RD has observed that objects of the Transferor and Transferee Company are not similar they are directed to amend the object clause. In response to the above observation the Petioner Companies have referred to Clause 14 of the Scheme and have undertaken to carry out necessary compliance in relation to change of the object clause of the Transferee Company upon approval of the Scheme. Clause 14 of the Scheme is herein set below.

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C.P.(CAA)/39/MB-III/2024

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C.A.(CAA)/85/MB-III/2023

Clause 14

“In order to carry on the activities currently being carried on by the Transferor Company upon coming into effect of the Scheme, applicable main objects in the memorandum of association of the Transferor Company shall be added to the matters which are necessary for furtherance of the objects of the memorandum of association of the Transferee Company, to the extent such objects are not already covered by those of the Transferee Company. The Objects as set out in Schedule 1 shall be added to the Memorandum of association of the Transferee Company.

  1. The Official liquidator has filed a report on 26.04.2024 (“OL Report”) . In response to the observation made by the Official Liquidator, Petitioner Companies have filed Affidavit in Reply dated 17.02.2025 ( ‘OL Reply’) providing necessary Clarifications. In its report the OL has interalia made the following submissions which are reproduced herein under:

5. With reference to clause No. 13.2 of the scheme it is stated that such clauses overrides the provision of Companies Act, 2013 namely Section 232(3)(i) which inter-alia provides that, 'if a company is dissolved, the fees paid by such company on its Authorized Capital shall be set off against any fees payable by the transferee company on its Authorized Capital. Hon'ble Tribunal may be pleased to direct Transferee Company to pay differential amount, if any, after setting off fees already paid by the Transferor Company.

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C.A.(CAA)/85/MB-III/2023

6. The Transferor Company in reply to queries of the Official Liquidator has informed the following litigations pending against the Company;

Sr
No.		 Date & Case
No./ Appeal
No./ Details
of Court		 Accused
Company		 Brief
Description
of the case		 Amount
under
consideration
(Rs)		 Current Status
1. 23rd
Magistrate
Court
at
Esplance,
173/SS/18		 Telexcell
Information
System Ltd		 S.138 of N.I
Act,
Dishonoured
cheque		 8,07,508/- We
have
filed
evidence in the
matter on the last
date.
Now
the
matter is kept for
say
and
exhibiting
the
documents.
On
the last date the
accused and their
advocate was not
present before the
court so we have
moved
bailable
warrant
against
the Accused. The
matter is kept for
cross
of
the
witness
(Complainant).
The next date is
21st
December
2023.
2. 23rd Telexcell S.138 of N.I 40,22,637/- We
have
filed

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C.A.(CAA)/85/MB-III/2023

Magistrate
Court
at
Esplance,
1282/SS/18		 Information
System Ltd		 Act,
Dishonoured
cheque		 evidence in the
matter on the last
date.
Now
the
matter is kept for
Cross. The said
matter is for say
and exhibiting the
documents.
On
the last date the
accused and their
advocate was not
present before the
court
so
we
moved
bailable
warrant
against
the accused. The
matter is kept for
cross
of
the
witness
(Complainant)
The next date is
21st
December
2023.

  1. The Response given by the Petitioner Companies to the OL report are summarized below:

  2. 15.1 With reference to paragraph 5 of the OL report, the Petitioner Companies states that the clause 13.2 of the Scheme complies with the provisions of Section 232(3)(i) of the Companies Act, 2013 as regards to the combination of Authorized share capital, where

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C.A.(CAA)/85/MB-III/2023

the Transferor Company shall stand dissolved and the fees, if any, paid by the Transferor Company on its Authorized Share Capital shall be set-off against any fees payable by the Transferee Company on its combined Authorized Share Capital subsequent to the merger, the deficit fee, if any, after setting off the fees already paid by the Transferor Companies on their Authorized Share Capital, will be paid by the Transferee Company.

  • 15.2 With reference to Paragraph 6 of the OL report, the Petitioner Companies state that the following litigations are preferred by the Transferor Company against the accused Company as mentioned in the table hereunder and therefore upon Hon'ble Tribunal granting sanction to the Scheme the same shall stood transferred to the Transferee Company and be prosecuted in the name of the Transferee Company:
Sr
No.		 Date & Case
No./ Appeal
No./ Details
of Court		 Accused
Company		 Brief
Description
of the case		 Amount
under
consideration
(Rs)		 Current
Status
1. 23rd
Magistrate
Court
at
Esplance,
173/SS/18		 Telexcell
Information
System Ltd		 S.138 of N.I
Act,
Dishonoured
cheque		 8,07,508/- The matter is
kept for
cross of the
witness
(Complainant)
The next date
is 11st
March, 2025.
2. 23rd
Magistrate		 Telexcell
Information		 S.138 of N.I
Act,		 40,22,637/- The matter is
kept for

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C.A.(CAA)/85/MB-III/2023

Court
at
Esplance,
1282/SS/18		 System Ltd Dishonoured
cheque		 cross of the
witness
(Complainant)
The next date
is
11st
March, 2025.

  1. It is submitted that the Income Tax Department has given NOC to the Transferee Company for the Scheme. A copy of the same is annexed as ‘Annexure K’ to the Company Scheme Petition.

  2. The Income Tax Department will be at liberty to examine the aspect of any tax payable as a result of this scheme and it shall be open to the Income Tax Authorities to take necessary action to deal with, in relation to tax or any other kind of obligations as permissible under the law in respect of Transferor Company against the Transferee Company.

  3. The clarifications and undertakings given by the Petitioner Companies shall form an integral part of the Scheme and the Petitioner Companies shall be bound by such undertakings.

  4. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.

  5. No objection has been received by the Tribunal opposing the Company Scheme Petition and nor has any party controverted any averments made in the Company Scheme Petition.

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C.A.(CAA)/85/MB-III/2023

  1. The shareholders and Creditors of the Petitioner Companies are the best judges of their interest. Their decision should not be ordinarily interfered with, by the Tribunal as per the decision of Hon’ble Supreme Court in Miheer H. Mafatlal vs. Mafatlal Industries Ltd [JT 1996 (8) 205] wherein it was held as follows:

  2. “ It is the commercial wisdom of the parties to the scheme who have taken an informed decision about the usefulness and propriety of the scheme by supporting it by the requisite majority vote that has to be kept in view by the Court. ”

  3. In view of the foregoing, upon considering the approval accorded by the members of the Petitioner Companies to the proposed Scheme, and the affidavit filed by the Regional Director, the report of the Official Liquidator and the Reply and undertakings of the Petitioner Companies, there remains no impediment in granting sanction to the instant Scheme of Merger by Absorption.

  4. All pending complaints/ inspection/ litigation of Transferor Company will continue with, by or against the Transferee Company and approval of the Scheme will not deter the concerned authorities including but not limited to the Income Tax Department to continue and/or initiate any further legal proceedings against the Transferee Company in case any violation is found in relation to the conduct of affairs by the Transferor Company or arising out of any complaint, inspection or investigation.

  5. The effectiveness of this Scheme shall not deter any regulatory authorities to initiate action, proceedings, prosecution, investigation or any regulatory action against the Transferor Company and

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Transferee Company undertakes all such proceedings shall continue in its own name.

  1. The Statutory Auditors of the Transferor Companies and Transferee Companies have examined the Scheme in terms of provisions of Section 230-232 and certified that the accounting treatment contained in the Scheme is in compliance with the applicable accounting standard specified under section 133 of the Companies Act. The Certificate from Statutory Auditor stating that the Scheme is in conformity with accounting standards prescribed under 133 of the Companies Act 2013 is annexed as Annexure G to the Petition.

  2. The Tribunal by allowing this Scheme does not deter concerned authorities from dealing with any issues arising in future and the decision of such authorities shall be binding on the Transferee Company as per applicable law, even for the issues relating to Transferor Company.

  3. The Scheme annexed to the Company Scheme Petition is hereby sanctioned, and the Appointed Date of the Scheme is 1st April, 2022 .It shall be binding on the Petitioner Companies involved in the Scheme and all concerned including their respective Shareholders, Secured Creditors, Unsecured Creditors/Trade Creditors, Employees and/or any other stakeholders concerned.

ORDER

  1. Consequently, sanction is hereby granted to the Scheme of Merger by Absorption under Sections 230 to 232 of the Companies Act,

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2013 and other applicable provision of Companies Act, 2013 read with Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 with the following directions:

  • a. The Transferor Company shall be dissolved without winding up;

  • b. The clarifications and undertakings given by the Petitioner Companies shall form an integral part of the Scheme and the Petitioner Companies shall be bound by such undertakings;

  • c. If there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit in accordance with law, against the concerned persons, directors and officials of the Transferor Company and Transferee Company;

  • d. While approving the Scheme, we clarify that this Order should not, in any way, be construed as an Order granting exemption from payment of stamp duty, taxes or other charges, if any, and payment in accordance with law or in respect of any permission or compliance with other requirements which may be specifically required under any law;

  • e. The Income Tax Department will be at liberty to examine the aspect of any tax payable by the Companies or by the Shareholders of the Transferor Company. It shall be open to the Income Tax Authorities to take necessary action as permissible under the Income Tax Law. There shall be no impediment

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C.A.(CAA)/85/MB-III/2023

  • f. The Transferee Company shall also comply with the provisions of the Securities and Exchange Board of India 1992 (‘SEBI’) Act, Securities Contract (Regulation) Act 1956 (‘SCRA’) and Regulations made there under;

  • g. The Certified copy of this Order along with the Scheme be also submitted to all the concerned Statutory Authorities;

  • h. The Petitioner Companies to lodge a copy of this Order and the Scheme duly authenticated by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the Certified copy of the Order from the Registry;

  • i. All authorities concerned to act on a copy of this Order along with Scheme duly authenticated by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai.

  • j. All the employees of the Transferor Company in service, on the date immediately preceding the date on which the Scheme takes effect i.e. the Effective Date, shall become the employees of the Transferee Company on such date, without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date. Employees/ Workmen of Transferor Company, if any, will not be retrenched/ terminated by the Transferee Company after approval of Scheme.

  • k. Any proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company;

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C.A.(CAA)/85/MB-III/2023

  • l. All the properties, rights, liabilities, duties 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;

  • m. The Registrar of Companies is entitled to proceed against the Transferee Company for violation/ offences committed by Transferor Company, if any.

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

  • o. Any concerned authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.

  • p. Since all the requisite statutory compliances have been fulfilled, Company Petition bearing C.P.(CAA)/39/MB-III/2024 filed by the Petitioner Companies is made absolute in terms of prayers clause of the said Company Scheme Petition.

  • q. The Petitioner Companies are directed to file a certified copy of this Order along with the Scheme duly authenticated/certified by the Deputy Registrar or the Joint Registrar or the Assistant Registrar, National Company Law Tribunal, Mumbai Bench, with the concerned Registrar of Companies, electronically in e- form INC-28 within 30 (thirty) days from the date of receipt of the certified copy of this Order along with the Scheme.

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  1. Ordered Accordingly, the present Company Petition is allowed in the above terms and disposed of.

  2. File be consigned to record storage (current).

SD/- SD/-

Shri. Hariharan Neelakanta Iyer Ms. Lakshmi Gurung Member (Technical) Member (Judicial)

(LRA Apurva)

Page 27 of 27

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