1. The Court is conveyed through videoconference today.
2. Learned Counsel for the Applicants states that the present Scheme is Scheme of Merger between Avaana Advisory Services Private Limited (“First Applicant” or “Transferor Company”) and Evam Finance Private Limited (“Second Applicant Company” or “Transferee Company”) and their respective shareholders (“the Scheme”).
3. Learned Counsel for the Applicant Companies states that the Board of Directors of the Applicant Companies in their respective meetings held on 25th January 2022 have approved the proposed Scheme. The Appointed Date of the Scheme is 1st April 2022.
4. The Counsel for the Applicant Companies further submits that the First Applicant Company was hitherto engaged in the business of providing advisory, management and consultancy services in the fields of finance, management and other such services to private equity funds, venture capitals and other entities including Corporates and Non-Corporates. The Second Applicant Company is registered as nondeposit taking NBFC engaged in the business of providing financial services.
5. The Learned Counsel for the Applicant Companies states that the rationale for the Scheme is as follow:
a. Under a liberalized, fast changing and highly competitive environment, this amalgamation shall strengthen the business of the Transferor Company and the Transferee Company by pooling up the resources for common purpose;
b. Help in achieving optimum advantages and also to achieve greater efficiency and synergy in operations by combining the activities of the Transferor company with the Transferee Company;
c. Greater size, scale, integration and greater financial strength and flexibility for the Transferee entity, which would in turn, result in maximizing overall shareholder value;
d. The synergies that exist between the entities in terms of services and resources can be put to the best advantage of all stakeholders;
e. The amalgamation will result in better economic control, increased financial strength and flexibility and enhance the ability of the Transferee entity to undertake large projects, thereby contributing to enhancement of future business potential;
f. The merged entity will be able to make larger investments for growth and the amalgamation shall facilitate further resource raising; and
g. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity and improvements, improved procurement and the elimination of duplication and rationalization of administrative expenses.
6. On the Scheme becoming effective and in consideration for the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall, without any further act, deed, etc. issue and allot in exchange of the Equity Shares of the Transferor Company and whose names are appearing in the Register of Members of Transferor Company as on the Record Date in the ratio of 31:10,000 i.e. for 10,000 (Then Thousand) fully paid-up Equity Shares in the Transferor Company, the Equity Shareholders of the Transferor Company to be issued 31 (Thirty One) fully paid-up Equity Shares of Rs. 100 each of Transferee Company.
7. The Authorised, Issued, Subscribed and Paid up Capital of the First Applicant Company/ Transferor Company as on 31st March, 2021 is as under:
| Share Capital | Amount in INR |
| Authorised Share Capital: 1,00,00,000 equity shares of Rs 10/- each | Rs.10,00,00,000/- (Rupees Ten Crores only) |
| Issued, Subscribed and Paid-up Capital: 74,60,000 equity shares of Rs 10/- each | Rs.7,46,00,000/- (Rupees Seven Crores Forty- Six Lakhs only) |
8. The Authorized, Issued, Subscribed and Paid up Capital of the Second Applicant Company/ Transferee Company as on 31st March, 2021 is as under:
| Share Capital | Amounts in INR |
| Authorised Share Capital: 24,700, Equity shares of Rs. 100/- each | Rs. 24,70,000/- (Rupees twenty-four lakh seventy thousand only) |
| 300, 11% Non Cumulative Redeemable Preference Shares of Rs. 100/- each | Rs. 30,000/- (Rupees thirty thousand only) Total Rs. 25,00,000 (Rupees twenty-five lakhs only) |
| Issued, Subscribed and Paid-up Capital: 20,590 equity shares of Rs. 100/- each | Rs 20,59,000/- (Rupees Twenty lakhs fifty-nine thousand only) |
9. The financial details/ summary of the First Applicant Company/ Transferor Company as on 31st December 2021 is as under:
| Year | Revenue | Profit/ (Loss) |
| 2019-20 | - | (14,35,931/-) |
| 2020-21 | 2,91,000/- | (11,61,374/-) |
| 2021-22 upto 31.12.2021 | 36,60,000/- | (33,19,666/-) |
10. The financial details/ summary of the Second Applicant Company/ Transferee Company as on 31st December 2021 is as under:
| Year | Revenue | Profit/ (Loss) |
| 2019-20 | 2,384/- | (12,76,630/-) |
| 2020-21 | 13,24,744/- | (7,15,441/-) |
| 2021-22 upto 31.12.2021 | 39,92,406/- | (34,91,440/-) |
11. The Counsel for the Applicant Companies submit that :-.
h. That there are 3 (Three) Equity Shareholders in First Applicant Company and that they have obtained the Consent Affidavits from all the Equity Shareholders of the First Applicant Company, which are annexed to the Company Scheme Application.
i. That there are 2 (Two) Equity Shareholders in Second Applicant Company and that they have obtained the Consent Affidavits from both the Equity Shareholders of the Second Applicant Company, which are annexed to the Company Scheme Application.
12. In view of the above facts that all the Equity Shareholders of the First and Second Applicant Company have given their Consent Affidavits, the meetings of the Equity Shareholders of the Applicant Companies are hereby dispensed with.
13. The Learned Counsel for the Applicant Companies submit that, as on 17th February 2022, there are no Secured Creditors in the Applicant Companies. Therefore, the question of convening and holding the meeting of Secured Creditors of the First and Second Applicant Company does not arise.
14. The Learned Counsel for the Applicant Companies further submit that:
i. As on 17th February 2022, there is 1 (one) Unsecured Creditor amounting to Rs. 4,55,339/- in the First Applicant Company and that the First Applicant Company has obtained Consent Affidavit/ Letter from its Unsecured Creditor constituting to 100% in value. The said Consent Affidavit is annexed to the Company Scheme Application.
ii. That there is 1 (one) Unsecured Creditor amounting to Rs.3,00,00,000/- in the Second Applicant Company and that the Second Applicant Company has obtained Consent Affidavit/ Letter from its Unsecured Creditor constituting to 100% in value. The said Consent Affidavit is annexed to the Company Scheme Application.
15. In view of above and the fact that the Applicant Companies has obtained Consent Affidavits/ Letter amounting to 100% in value, the meetings of the Unsecured Creditors of respective Applicant Companies are hereby dispensed with.
16. The Applicant Companies are directed to serve Notice along with the copy of Scheme by Registered Post-AD/ Speed Post and Hand Delivery upon:- (1) the Central Government through the office of Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, Maharashtra; (2) Registrar of Companies, Maharashtra; (3) Income Tax Authority within whose jurisdiction the respective Applicant Companies are assessed to tax i.e. for First Applicant Company at Circle 6(1)(2), Mumbai having PAN AASCA8135F, for Second Applicant Company, Income Tax Authority at Circle 5(1)(1), Mumbai having PAN AAACB0470A, (4) Goods and Service Tax Department pursuant to section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (5) Ministry of Corporate Affairs (6) and to the Reserve Bank of India by the Second Applicant Company. If no response is received by the Tribunal from such authorities within 30 days of the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme.
17. Additionally, the Transferor Company is also directed to serve intimations of the Scheme by Registered Post-AD/ Speed Post and Hand Delivery/ E-mail upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mr. Niteen D. Kshirasagar & Company, Chartered Accountant having address at 304, F, 1, Jumbo Darshan CHS Ltd., Jiwa Mahale Road, Coal Dongri Road No. 2, Andheri (E), Mumbai-400 069, Contact No. 9769382487, E-mail (niteenshaila@yahoo.com) to assist the Official Liquidator to scrutinize the books of accounts of the Transferor Company for the last 5 years and submit its representation/ report to the Tribunal. The aforesaid Companies to pay fees of INR 2,00,000/- for this purpose. If no representation/ response is received by the Tribunal from Official Liquidator, Bombay within 30 days of the date of receipt of the notice, it will be presumed that the Official Liquidator has no representation / objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
18. The Applicant Companies shall submit details of Corporate Guarantee, Performance Guarantee, Bank Guarantee executed by them, if any, and the same shall be substantiated with documents dealing with it.
19. The Applicant Companies shall submit details of all Letters of Credit sanctioned and utilized as well as Margin Money details; if any.
20. The Applicant Companies shall submit list of pending IBC cases, if any, along with all other litigation pending against the Applicant Companies having material impact on the proposed Scheme.
21. That the Applicant Companies to file a Joint Affidavit of Service with the Registry proving dispatch of notices to the regulatory authorities as stated above, and a report to this Tribunal acknowledging that the directions have been duly complied with.
22. The Applicant Companies to host notices along with the copy of the scheme on their respective websites, if any.
23. The Applicant Companies to file an Affidavit of Service and Compliance report within 10 working days after serving to notice to all the Regulatory Authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.
