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NCLT: Sanctions Fashnear Technologies' composite scheme involving Meesho

entities

Jun 11, 2025

[LSI-757-NCLT-2025-(BAN)]

Conclusion
NCLT allows second motion petition, and sanctions the composite scheme involving amalgamation of
Meesho Inc. (Delaware, USA) into Fashnear Technologies Pvt. Ltd. (Transferee Company), along with
demerger of Transferee Company’s grocery and e-commerce undertakings into Meesho Grocery Pvt. Ltd.
(Resultant Co. 1) and Meesho Technologies Pvt. Ltd. (Resultant Co. 2); Notes existence of two distinct
appointed dates for merger and demerger respectively, and accepts Petitioners' clarifications supported
by precedents, further, directs compliance with General Corporation Law of Delaware including filing of
merger certificate with Secretary of State, and mandates procedural compliance under SEBI/CCI rules,
specifically FEMA regulations, addressing outstanding RBI observations on unutilized inward remittances
exceeding one year; Subsequently, NCLT observes statutory dues, disputed GST claims, and MSME dues
settled or undertaken to be settled promptly upon crystallization and clarifies no exemption from stamp
duty, taxes or statutory charges; Lastly, NCLT orders deposit of Rs. 2 lakh with MCA and Rs. 25,000 with
PM National Relief Fund, directs preservation of Transferor Company’s records u/s 239, compliance with
Sec 170A of Income Tax Act, and submission of certified order copy with ROC within 30 days:NCLT BAN

Decision Summary
The order was passed by Shri. Sunil Kumar Aggarwal (Member - Judicial) and Shri. Radhakrishna
Sreepada (Member - Technical).

Advocates Uday Shankar R. M. and Tejaswini R. appeared on behalf of the Petitioner Cos.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CP (CAA) No.31/BB/2024
U/s. 230, 231 & 232 r/w Section 66 & other Applicable provisions of the Companies Act,
2013 R/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE MATTER OF:

1. FASHNEAR TECHNOLOGIES PRIVATE LIMITED

3rd Floor, Wing-E, Helios Business Park,
Kadubeesanahalli Village, Varthur Hobli,
Outer Ring Road, Bellandur,
Bangalore-560103. …. Petitioner No.1 /Transferee Company

2. MEESHO GROCERY PRIVATE LIMITED

Villa 617, Phase 3, Adarsh, Palm Retreat,
DB Halli, Bellandur,
Bangalore- 560103. …. Petitioner No.2/Resultant Company 1

3. MEESHO TECHNOLOGIES PRIVATE LIMITED

3rd Floor, Wing-E, Helios Business Park,
Kadubeesanahalli Village, Bellandur,
Bangalore- 560103. …. Petitioner No.3/Resultant Company 2

AND

4. MEESHO INC.,
1013 Centre Road, Suite 403-B.
City of Wilmington, County of New Castle,
Delaware 19805-1270. .… Non- Petitioner/Transferor Company

Order delivered on: 27.05.2025

CORAM: 1. Hon’ble Shri Sunil Kumar Aggarwal, Member (Judicial)

2. Hon’ble Shri Radhakrishna Sreepada, Member (Technical)
COUNSELS PRESENT:
For the Petitioner Companies : Shri Uday Shankar R. M. with Ms. Tejaswini R.
For the Registrar of Companies : Shri Vinayak S Pandit
For the Income Tax Department : Shri Ganesh R Ghale

C.P. (CAA) No. 31/BB/2024 (Second Motion)

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O R D E R

1. This Second motion Petition was filed on 13.08.2024 by Fashnear Technologies

Private Limited, (described in short as “Petitioner No.1/Transferee Company”),
Meesho Grocery Private Limited (described in short as “Petitioner No.2/ Resultant
Company 1”), Meesho Technologies Private Limited (described in short as
“Petitioner No.3/ Resultant Company 2”), and Meesho Inc., (described in short as
“Transferor Company”) under Sections 230 to 232, r/w Section 234 and other
applicable provisions of the Companies Act, 2013 (hereinafter referred to as ‘the
Act’) R/w the Companies (Compromises, Arrangements and Amalgamation) Rules,
2016, seeking sanction of Composite Scheme of Arrangement (for brevity,
‘Scheme’) of Transferor Company, Transferee Company, Resultant Companies and
their respective Shareholders and Creditors. The Scheme is Annexure-A to the
petition.

2. The Petitioner Companies had filed First Motion Application bearing C.A. (CAA)
No.19/BB/2024 (“First Motion Application”) seeking dispensation of meetings of
Equity Shareholders of Petitioner No.1, 2 and 3 and Unsecured creditors of
Petitioner No.1. Based on such application moved under section 230 and 232 of the
said Act, 2013 necessary directions were issued vide order dated 02/08/2024
wherein the Meetings of Equity Shareholders of Petitioner No.1, 2 and 3 and
Unsecured creditors of Petitioner No.1 were dispensed with. There were no Secured
Creditors in the Petitioner No.1, 2 and 3 Companies.
3. The following directions were issued by this Tribunal on 27.05.2024:
“4. The Petition be listed for hearing on 21.11.2024. At least 10 days
before the date fixed for final hearing, the Petitioner Company shall
publish the notice of final hearing of the Company Petition in two local
newspapers viz. “The Hindu” in English Edition and translation thereof
in “Udayavani” in Kannada Edition, as per Rule 16 of the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016.
5. Notice be also served upon the Objector(s) or their representative as
contemplated under sub-section (4) of Section 230 of the Act who may
have made representation and who have desired to be heard in their
representation along with a copy of the Petition and the annexures filed
therewith at least 15 days before the date fixed for hearing. It is to be
specified in the notices that the objections, if any, to the Scheme may be

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filed within thirty days from the date of the receipt of the notice, failing
which it will be considered that there is no objection to the approval of
the Scheme on the part of the objectors.
6. In addition to the above public notice, each of the Petitioner Company
shall serve the notice of the Petition on the following Authorities namely,
(a) Regional Director (South East Region), Hyderabad; (b) Registrar of
Companies, Karnataka, Bengaluru; (c) Income Tax Authorities by
disclosing the PAN numbers of the Applicant Companies & (d) The
Designated Nodal Officer – Principal Chief Commissioner of Income
Tax, Karnataka & Goa; along with the copy of this Petition by speed post
immediately and to such other Sectoral Regulator(s) who may govern the
working of the respective Companies involved in the Scheme as per Rule
8 of the Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016, with a direction that they may submit their representation, if
any, within 30 (thirty) days from the date of receipt of such notice, failing
which it will be presumed that the said Authority has no representation to
make to the Scheme.
7. The Petitioner Company shall post notices of final hearing along with
the copy of the scheme on their respective websites, if any. The Petitioner
Companies shall at least 7 days before the date of hearing of the Petition
file an affidavit of service regarding paper publication as well as service
of notices on the Authorities specified above including the sectoral
regulator as well as the objectors, if any. The Petitioner Companies shall
file compliance report with this Tribunal at least 10 (ten) days before the
date fixed for final hearing and report to this Tribunal that the directions
regarding the service of notices upon regulatory authorities and
publication of advertisement of the notice of hearing in the newspapers
have been duly complied with.”

4. Pursuant to aforementioned order the Petitioner Companies have filed copies of

proof of service of notice vide Diary No.6292, 6293 and 6294 dated 08-11-2024,
along with copies of newspaper publication in “The Hindu” (English), and
“Udayavani” (Kannada) dated 11/10/2024. Further an affidavit dated 19-02-2025
has been filed to the effect that they have not received any communication from any
person objecting to or intending to object to the Scheme from the date of
advertisement till date.
5. The dates of Incorporation, main objects, authorized, issued and paid-up share
capital, rationale of the Scheme and interest of employees have been discussed in
detail in first motion order dated 02/08/2024.
6. The Petitioner companies pursuant to the First Motion Application order dated 02-
08-2024 made certain amendments to the Scheme as they had inadvertently missed
to include a clause in Part III and Part IV thereof. Keeping this in view and with an
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aim to maintain uniformity across the provisions of the Scheme and ensuring that
the Petitioner No. 1 and its shareholders are not prejudiced in any manner
whatsoever, due to the parties inadvertently failing to include a provision in some
parts of the Scheme, which has been included in the other parts of the Scheme, the
Board of Directors have approved the amendment to Clause 3.4.3 in Part III of the
Scheme and Clause 4.4.3 in Part IV of the Scheme. The said clause is already there
in Clause 6.2.4 in Part VI of the Scheme. The proposed amendments/inclusions are
to enable appropriate adjustments in the event of a capital restructuring, re-
organization or reclassification of share capital being undertaken by the Petitioner
No. 1 and to ensure that the Petitioner No. 1 or its shareholders interest is not
adversely affected in any manner whatsoever, on account of such capital
restructuring, re-organization or re-classification of share capital and Petitioner No.
1 or its shareholders are not prejudiced due to the inadvertent failure to include such
provision in Parts III and IV of the Scheme whereas such provision is specifically
included in Part VI of the Scheme. The said amendments have been duly approved
by the Board of Directors of the Petitioner Companies and Non-Petitioner at their
meetings held on 12-08-2024 and 09-08-2024 respectively. The Board Resolutions
are enclosed at Annexure C Series to the Petition. The said amendments have been
duly approved by shareholders of each Petitioner Companies and NOC Affidavits of
shareholders are enclosed as Annexure D Series to the Petition.
7. The Board Resolution of the Petitioner Companies approving the Scheme and
amendments to the Scheme are annexed as Annexure- G Series, Annexure-J
Series, Annexure-M Series and Annexure P Series to the Petition.
8. It is further submitted that the Certificates of Statutory Auditors of the Petitioner No.
1, 2 and 3 stating that the proposed Accounting Treatment contained in Clause 3.7
of Part III, Clause 4.7 of Part IV and Clause 6.6 of Part VI to the Scheme is in
conformity with the applicable Accounting Standards specified under Section 133 of
the Act and other generally accepted accounting principles in India. The aforesaid
certificates are attached as Annexure S Series to the Petition.
9. It is submitted that the Authorized Signatories of the Petitioner Companies have
filed Affidavits dated 13.06.2023, stating that they are not regulated by any Sectoral
Regulators, marked as Annexure W Series. Moreover, Affidavits dated 13-08-2024

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state that there are no investigation proceedings pending against the Petitioner
Companies or its Directors under Companies Act, 2013/1956 or under any other
statutes, marked as Annexure V Series. It is further stated that the Scheme does not
provide for Reduction in Share Capital or Corporate Debt Restructuring in
documents Annexure X Series.
10. The audited Financial Statement as on 31/03/2023 and unaudited Provisional
Financial Statement of Petitioner No.1 as on 31/03/2024 are attached as Annexure-
F Series. The unaudited Provisional Financial Statements of Petitioner No. 2 and 3
as on 31/03/024 are attached as Annexure-I, Annexure-L and Annexure-O to the
Petition.
11. “Appointed Date 1” means 31-03-2024 and shall be the date from which each of
Part-III and Part-IV of this Scheme shall be deemed to be effective; and "Appointed
Date 2" means Effective Date 2, and shall be the date from which each of Part-VI
and Part-VII of Scheme shall be deemed to be effective. Valuation Report of the
Petitioner Companies is attached as Annexure R.
12. Pursuant to the notice, the Regional Director (RD) and the Registrar of Companies
(ROC) have filed their Common report vide Dairy No. 7230 dated 26/12/2024
making following observations:
I. Para II (4): As per clause 1.3.2 of Part I of the Scheme, the Appointed Date
1 is 31st March, 2024 and shall be the date from which each of Part-III and
Part-IV of the Scheme dealing in demerger shall be deemed to be effective
also.
As per clause 1.3.3 of Part I of the Scheme, the Appointed Date 2 means
effective date 2, and shall be the date from which each of Part-VI and Part
VII of the Scheme dealing in merger of Foreign Company into Indian
Company shall be deemed to be effective. It is to state that the Provisions of
Section 230-232 of the Act do not provides two appointed dates in a
Scheme, hence the Petitioner Companies be directed to make one appointed
date for accounting purposes.
II. Para II (5): The Status of the conditions as provided for in Clause 8.5.2 of
Part VIII of the Scheme to be updated by the Petitioner Companies and also
there shall be one effective date in the Scheme. Also, it needs to be clarified

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by the said non-petitioner company as to whether the merger of the

Transferor Company has been allowed as per the US laws or not with
documentary proof thereof, before the Scheme is allowed. The details of
assets and liabilities of the Transferor Company (Foreign Body Corporate) to
be made part of the Scheme in INR for understanding of the Scheme).
III. Para II (6): As per MCA records, the Transferee Company has open
charges. The Petitioner Transferee Company may be directed to obtain and
furnish No Objection Certificate/s from the concerned charge holder/s before
the Composite Scheme of Arrangement is allowed. Further, the Company
needs to clarify about the assets against which charges are registered which
are to be transferred to the Resultant Company 1 and 2 respectively as part
of this Composite Scheme of Arrangement. The NCLT may include these
charges being transferred in the operative part of the Order.
IV. Para II (7): As per the latest Audited Financial Statement for the year
ending 31/03/2023, the Transferee Company is a loss-incurring entity,
having loss exceeding Rs. 1675 crores as on the year ended 31/03/2023
which may have bearing on the tax implications post-merger. The Tribunal
may direct the Petitioner Company to make compliance of tax provisions
and also opinion of Tax Authorities may be obtained by the Tribunal in this
regard.
V. Para II (8) (a):
(i) As per Clause 3.1.2 (ix) of Part III of the Scheme, all employees of the
Grocery Undertaking of the Transferee Company shall be absorbed into
the Resultant Company 1.
(ii) As per Clause 4.1.2 (ix) of Part IV of the Scheme, all employees of the
E-com Undertaking of the Transferee Company shall be absorbed into
the Resultant Company 2. The Petitioner Companies are required to
explain as to what measures are being taken to safeguard the interests of
the employees of the Demerging Undertakings of the Demerged/
Transferee Company and steps taken for implementation of this Clause.
(b) Para 6.1.2 (vii) of Part- VI of the Scheme provides: that all
permanent employees of the Transferor Company shall become

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employees of the Transferee Company. As the Transferor Company is

situated in Delaware, USA and Transferee Company is situated at
Bangalore, India, the Petitioner Companies may be directed to explain
as to what measures are being taken to safeguard the interest of the
employees located outside India by way of furnishing an undertaking
before the Scheme is allowed.
VI. Para II (9) As per Clause 3.3 of Part III of the Scheme, Fashnear
Technologies Private Limited (Demerged/Transferee Company) has certain
ESOPs. The employee’s rights shall not be affected or varied in any case
adversely. The Petitioner Company may be directed to state as to what
measures are being taken to protect their interest and whether the company
have received any objections to the Scheme from them. Further, the terms
and conditions after the Scheme should not be detrimental to the existing
ESOP holders under any circumstances. In this regard, the Transferee
Company may file an undertaking/affidavit stating that facts as applicable
thereto to do requisite compliance on post sanction of the scheme.
VII. Para II (10) As per the Audited Financial Statements for the year ending
31/03/2023, the Transferee Company has Foreign Exchange Transaction.
The Hon’ble Tribunal may be please to direct the Petitioner Company to
submit the relevant approvals and compliances under FEMA/RBI
Regulations before the Scheme is allowed.
VIII. Para II (11) As per para 1.1.1 (ii) of the Scheme, the business of the
Transferor Company is to invest in and hold the securities of its subsidiaries;
whereas, the business of the Transferee Company is to operate an e-
commerce marketplace platform and the associated mobile application in
India, etc. The Petitioner Transferee Company may be directed to amend the
object clause suitably so as to enable it to carry out the activities carried out
by the Transferor Company by complying with the applicable provisions of
the Companies Act, 2013 and filing relevant e-forms with Registrar of
Companies.
IX. Para II (12) As per clause 7 of Part-VII of the Scheme, it has been inter-alia
stated that “for the purpose of the General Corporation Law of the State of

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Delaware (DGCL) the parties intend to effect Part VI of the scheme by way
of a merger in accordance with Section 253 of General Corporation Law of
the State of Delaware (DGCL). The Tribunal may look into the matter before
considering approval of the Scheme.
X. Para II (13) The Part VII of the Scheme is related to the provisions under
US Laws pertaining to the merger. As per clause 1.3.45 has stated that “US
Authority” means the Secretary of State of the State of Delaware. However,
the Petitioner Company has not stated/furnished as to whether the Transferor
Company (i.e. Meesho Inc.) has complied with all the applicable provisions
of Section 234 of the Companies Act, 2013 read with Rule 25A (1) & 2(b) of
the Companies (Arrangements and Amalgamations) Rules, 2016. Also it is
found that the Petitioner Companies have not complied with the provisions
of Section 230 of the Act as they have not served a copy of the
Petition/Notice to the Reserve Bank of India even though the Transferor
Company is a Foreign Body Corporate. The Petitioner Company may be
directed to ensure that it has complied with all the applicable provisions as
stated above in the said part of the Scheme and to submit compliance before
the Tribunal, before the scheme is allowed.
XI. Para II (14) The Transferor entity is a Foreign Body Corporate to be merged
with an Indian Company, the Petitioner Companies may be directed to make
compliance of FEMA/SEBI/CCI Rules, as applicable, and the laws of
Delaware required to be complied with by the Companies, as the Scheme
includes merger of Foreign Body Corporate with Indian Company.
XII. Para II (17) As per Clause 6.4.1 of Part VI of the Scheme, the Transferee
Company is to increase its Authorized share capital to give effect of the
scheme. The Petitioner Company may be directed to comply the procedural
requirements of the Companies Act, 2013 and file the requisite e-form
related thereto after paying the prescribed fees and stamp duty for increase in
its Authorized Share Capital.
XIII. Para II (19) As per note 20 of the Financial Statements for the year ending
31.03.2023 of the Transferee Company, the company is having undisputed
statutory dues to the tune of Rs. 48 Crores. The Transferee Company may be

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directed to furnish an undertaking to the effect that it will settle the statutory
dues immediately, if not settled so far.
XIV. Para II (20) As per Note no. 7(b) of the Independent Auditor’s Report of the
Transferee Company for the financial year ending 31/03/2023, the
Transferee Company has total outstanding dispute dues towards Goods and
Services Tax to the tune of Rs. 14.29 Crores. It may be directed to furnish an
undertaking to the effect that it will settle the dues as and when the claim is
crystallized.
XV. Para II (21) As per note 19 of the Financial Statements for the year ending
31.03.2023 of the Transferee Company the total outstanding dues to Micro,
Small and Medium Enterprises is to the tune of Rs. 3.60 crores exist. The
Petitioner Company be directed to show as to how it has complied with
Micro, Small and Medium Enterprises Development Act, 2006 and also to
furnish an undertaking to the effect that it will settle the dues as per the said
Act immediately, if not settled so far.
XVI. Para II (22) The petitioner company may be directed to provide a list of all
the legal issues, disputes and legal proceedings of any kind pending against
the Transferor Company in foreign judicial/executive jurisdictions. Also, an
affidavit is to be provided stating that any liability arising out of any dispute
or legal proceeding will be borne by the Transferee Company after merger.
XVII. Para II (23) Clause 6.6.2 of Part VI of the Scheme provides that the
Transferor Company will be amalgamated into and with the Transferee
Company and will cease to exist as a separate corporation in the records
maintained by the Division of Corporations in the State of Delaware. The
above procedure is to be justified before the Tribunal with compliance proof
of the applicable provisions of the General Corporation Law of State of
Delaware. Hence, Petitioner Companies may be directed to furnish an
affidavit to the effect that all the applicable provisions of the General
Corporation Law of the State of Delaware (DGCL) and other applicable laws
of Transferor Company’s Country have been complied regarding this
Amalgamation. Also Para 3.7.1 of the Scheme speaks about Accounting
Treatment in the books of Demerged Company.

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XVIII. Para II (25) As per the provisions of Section 239 of Companies Act, 2013
the Transferee Company may be directed to undertake by way of an affidavit
to procure and preserve the entire books and paper of the Transferor
Company and it shall not dispose of any records pertaining to the Transferor
Company without the prior permission of the Central Government.
XIX. Para II (26) The Petitioner Companies vide para 34 of the reply has stated
that the grocery division (demerged undertaking) of the Transferee
Company/Petitioner Company no. 1 does not have a bank account in its
name and e-commerce division (demerged undertaking) of the Transferee
Company/Petitioner Company No.1 does not have a bank account in its
name which may kindly look into by the Tribunal.
XX. Para II (28): Petitioner Company vide para 15 of the reply has stated that
Transferee/Petitioner company No.1 has TCS demands on supply made by
resellers amounting to Rs.14.29 crores and stated that the company is
contesting this demand and have filed an appeal before the Appellate
Commissionerate. Based on the expert advice, management believes that its
position on the non-payment of the demand is likely to be held. Further the
Tribunal may also be pleased to obtain No Objection Certificate from the
Income Tax Department with respect to the Petitioner companies, before the
scheme is allowed.
XXI. Para II (29): After filing the Scheme (on first motion), there are amendment
of the scheme by the Petitioner companies as found from the Petition. The
same may looked into by the Tribunal and direct the Petitioner companies to
state whether any Interim Application had been made before the Tribunal for
such changes in the scheme and whether the necessary changes are allowed
is not known, as the present Company Petition does not state the said facts.
If the Interim Application was allowed by the Tribunal, the Petitioner
Companies have to furnish an undertaking to the effect that the amended
scheme was provided to all the Regulatory Authorities, if not, the Tribunal
may direct the Petitioner Companies accordingly, before the scheme is
allowed.

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13. The Petitioner Companies have filed reply affidavit to the common report of ROC &
RD on 06-01-2025 inter alia stating as under: -
I. Regarding observation in Para No. II (4) of the Common report it is submitted
that as (i) The Composite Scheme of Arrangement, is divided into following:
a. Part-III deals with the demerger of the Grocery Undertaking of Fashnear
Technologies Private Limited (Transferee Company) into Meesho
Grocery Private Limited (Resultant Company 1);
b. Part-IV deals with the demerger of the E-comm Undertaking of
Fashnear Technologies Private Limited (Transferee Company) into
Meesho Technologies Private Limited (Resultant Company 2);
c. Part-VI deals with the amalgamation of Meesho Inc. (Transferor
Company) into and with Fashnear Technologies Private Limited
(Transferee Company); and
d. Part-VII deals with the procedure relating to merger of Meesho Inc.
(Transferor Company) into Fashnear Technologies Private Limited
(Transferee Company) under the DGCL;
(ii) The appointed date for Part-III and Part-IV is. The appointed date for
Part-VI and Part VII is the Effective Date 2 and is the date from which
each of Part-VI and Part-VII of the Composite Scheme of Arrangement
shall be deemed to be effective.
(iii) The demerger of the Grocery Undertaking and the E-comm
Undertaking of Transferee Company into Resultant Company 1 and
Resultant Company 2, respectively, as per Part-III and Part-IV of the
Composite Scheme of Arrangement becomes effective on the certified
copy of the order of the Tribunal sanctioning this Composite Scheme of
Arrangement, having been filed by the relevant companies involved in
this Composite Scheme of Arrangement, with the Registrar of
Companies in terms of Section 232(5) of the Act.
(iv) The amalgamation of the Transferor Company into and with the
Transferee Company and the effectiveness of Part-VI and Part-VII of
this Composite Scheme of Arrangement and all other provisions of this
Composite Scheme of Arrangement pertaining to the amalgamation of

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the Transferor Company into and with the Transferee Company is

conditional upon occurrence of events in Clause 8.5.2 of the Composite
Scheme of Arrangement.
(v) It may be noted that Sections 230-232 of the Act do not prohibit two
appointed dates being included in a composite scheme of arrangement,
as the composite scheme of arrangement has different parts which are
interrelated and in the present matter, includes an inbound merger. The
Tribunals have held that the ‘appointed date’ may either be a specific
calendar date or may be tied to the occurrence of an event such as, the
fulfillment of a precondition that the parties to the scheme may have
agreed upon. In composite schemes of arrangements, such as in the
present case, the Tribunals have allowed different appointed dates to be
chosen for the companies in arrangement. Copies of some of the earlier
orders passed in this regard, are produced herewith and enclosed as
Annexure A Series and listed below:
• CP(CAA) No. 42/BB/2023- Cultgear Private Limited
• CP(CAA) No. 31/BB/2022- Microin Services Private Limited
• CP(CAA) No. 41/BB/2021- RMZ Infotech Private Limited
II. Regarding observations in Para No. II (5) of the Common report it is
submitted that Clause 8.5.2 of Part VIII is being reproduced hereunder for the
sake of brevity:
“The amalgamation of the Transferor Company into and with the
Transferee Company and the effectiveness of Part-VI and Part-VII of this
Scheme and all other provisions of this Scheme pertaining to the
amalgamation of the Transferor Company into and with the Transferee
Company is conditional upon:
(i) occurrence of the Effective Date 1;
(ii) the approval of this Scheme by the Board of the Transferor Company in
compliance with Section 253 of the DGCL;
(iii) the approval of this Scheme by the requisite shareholders of the
Transferor Company in compliance with Section 253 of the DGCL; and

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(iv) the filing of the certificate of ownership and merger with the US
Authority in accordance with Part-VII, which filing shall be no later than
seven (7) days from the Effective Date 1. (the "Effective Date 2").
(i) Conditions (i) and (iv) above will become satisfied only pursuant to the
approval and sanction of the Composite Scheme of Merger by this Tribunal.
The Petitioners undertake to comply with the necessary requirements.
Annexure P series to the Company Petition evidence satisfaction of
conditions (ii) above. The approval of the Composite Scheme of
Arrangement by the shareholders of the Transferor Company in terms of
condition (iii) above are attached herewith as Annexure B Series.
(ii) As per the General Corporation Law of the state of Delaware, United States
of America, no pre-intimation, or prior approvals are required for the
merger of Transferor Company into and with a Company. Under the laws of
Delaware, mergers are not required to be itself approved by any court or
competent authority. The Merger will become effective under the General
Corporation Law at such time as the Certificate of Merger is duly filed with
the Secretary of State and specified to become effective as provided in
Sections 103 and 253 of the General Corporation Law. Therefore, it is
clarified that the Composite Scheme of Arrangement is permissible as per
the US laws and no other document is required under the laws of Delaware
before the Composite Scheme of Arrangement is allowed by the Tribunal.
An identical issue was considered in the context of Delaware laws and this
Tribunal had allowed the petition and sanctioned the scheme therein. A
copy of the said order in CP (CAA) No. 36/BB/2023 (Billionbrains Garage
Ventures Private Limited) has been produced as Annexure C.
(iii)Details of the assets and liabilities of the Transferor Company is produced
as Annexure D. The Composite Scheme of Arrangement provides for all
assets and liabilities of the Transferor Company to be transferred to the
Transferee Company pursuant to the merger of Transferor Company into
and with Transferee Company in terms of the provisions of the Composite
Scheme of Arrangement.

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III. Regarding observation in Para No. II (6) of the Common report it is submitted
that all the assets, whether they are charged or otherwise are being transferred
to the Resultant Company 1 and the Resultant Company 2 (as the case may be).
The Composite Scheme of Arrangement provides for a complete transfer of all
assets and liabilities of each of the Grocery Undertaking and the E-comm
Undertaking to be transferred to the Resultant Company 1 and the Resultant
Company 2, and there are no legal requirements to specifically include the
details of the assets against which charge is created in the order of the Tribunal.
IV. Regarding observation in Para No. II (7) of the Common report it is submitted
that The Petitioner Companies undertake to comply with applicable provisions
of tax laws. Further, it may be noted that the Income Tax department has filed
their report with the Tribunal which has also been addressed separately. Copies
of the Income Tax reports of the Petitioner Companies are produced herewith
and enclosed as Annexure E Series.
V. Regarding observation in Para No. II (8) of the Common report it is submitted
that the Petitioner Companies submit that Clauses 3.1.2 (ix), 4.1.2 (ix), 6.1.2
(vii) of the Composite Scheme of Arrangement specifically state that the
transfer of employees whether in India or outside India, shall be on such terms
and conditions that are no less favourable than those on which they are
currently engaged, without any interruption of service as a result of this
amalgamation and transfer. With regard to any special scheme(s) or benefits
created or existing for the benefit of employees, the Resulting Companies and
the Transferee Company shall stand substituted for Transferee Company and
the Transferor Company, respectively, for all purposes whatsoever, upon this
Composite Scheme of Arrangement becoming effective, including with regard
to the obligations to make contributions to relevant authorities or such other
funds maintained by Transferee Company and the Transferor Company (as the
case may be), in accordance with the provisions of applicable laws or
otherwise. Various benefits and schemes being provided by Transferee
Company and the Transferor Company to the employees being transferred shall
continue to be provided to the employees and the services of all the employees
of Transferee Company and the Transferor Company for such purpose shall be

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treated as having been continuous. The rights of the employees will not be
affected in so far as the vested ESOP’s are concerned, upon the merger of the
Transferor Company into and with the Transferee Company and all ESOPs that
have already vested will continue to remain vested in the employees of
Transferee Company, ensuring no disruption to the rights of the employees in
this regard.
VI. Regarding observation in Para No. II (9) of the Common report it is submitted
that the Petitioner Companies undertake that as a result of the demerger:
(i) there will be no change to the terms of employment of the employees
being transferred to the Resultant Company 1 and the Resultant
Company 2, pursuant to the demerger as contemplated in Part III and
Part IV of the Composite Scheme of Arrangement.
(ii) there will be no change to the terms of the ESOP policy applicable to
such employees being transferred to the Resultant Company 1 and the
Resultant Company 2, pursuant to the demerger as contemplated in Part
III and Part IV of the Composite Scheme of Arrangement.
(iii) the interests of the existing ESOP holders will not be adversely or
prejudicially affected and the terms of the ESOP policy applicable to
such employees will not be detrimental to the interest of the employees.
(iv) rights of the employees will not be affected or varied in so far as
ESOP’s are concerned, upon the merger of the Transferor Company
into and with the Transferee Company and all ESOPs that have already
vested will continue to remain vested in the employees of Transferee
Company, ensuring no disruption to the rights of the employees in this
regard.
(v) The employees being transferred to the Transferee company will
continue to be entitled to what they are entitled as per their employment
contracts with the Transferor Company and their rights will not be
adversely or prejudicially affected as a result of sanction of this
Composite Scheme of Arrangement.
(vi) The Transferee company submits that it has not received any
objections to the Composite Scheme of Arrangement from the

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employees of the Transferee company who will be transferred pursuant

to the Composite Scheme of Arrangement.
(vii) The Petitioners undertake that the terms and conditions of the
Composite Scheme of Arrangement will not be detrimental to the
existing ESOP holders and in case any compliance are required to be
undertaken post sanction of the Composite Scheme of Arrangement, the
Petitioners undertake to do the same.
VII. Regarding observation in Para No. II (10) of the Common report it is
submitted that the Petitioners undertake that the foreign exchange transactions
undertaken by them are in full compliance with the extant rules and regulations
framed under the Foreign Exchange Management Act, 1999. It is submitted
that the Regulation 9 of the Foreign Exchange Management (Cross Border
Merger) Regulations, 2018 issued by the Reserve Bank of India (“RBI”) vide
Notification No. 389 / 2018-RB dated 20-03-2018 (“Cross Border Merger
Regulations”) provides for deemed prior approval of the RBI. The Petitioners
further submit that the transactions undertaken do not require any specific
approval from the RBI under the extant rules and regulations Framed under the
Foreign Exchange Management Act, 1999.
VIII. Regarding observations in Para No. II (11) of the Common report it is
submitted that Clause 27 of the Memorandum of Association ("MOA") of the
Transferee Company already encompasses the relevant object. Specifically, the
clause states as follows:
“Subject to the provisions of the Companies Act, 2013, to invest, apply for,
acquire, or otherwise employ moneys belonging to or entrusted to the
company, or at its disposal, upon securities and shares, with or without
security, on such terms as may be deemed appropriate, and to vary such
transactions from time to time in such manner as the company may consider
fit.” Therefore, in the submissions of the Petitioners, no change is necessary in
its objects.
IX. Regarding observation in Para No. II (12) of the Common report it is
submitted that an Affidavit that all applicable provisions of the General
Corporation Law of the State of Delaware (DGCL) and other applicable laws

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of the Transferor Company's jurisdiction, i.e., Delaware, USA have been

complied with reference to this amalgamation is produced herewith and
enclosed as Annexure F.
X. Regarding observation in Para No. II (13) of the Common report it is
submitted that the Petitioner Company states that the Transferor Company is in
full compliance of Section 234 of the Act read with Rule 25A (1) & 2(b) of the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
(Rules). The Transferee Company submits that Rule 25A of the Rules read
with Rule 9 of the Cross Border Merger Regulations enlists the conditions.
Regulation 9(1) of the Cross Border Merger Regulations states that if such
conditions are satisfied or met then the cross-border merger will be deemed to
have prior approval of the RBI as required under Rule 25A of the Rules.
Regulation 9 of the Cross Border Merger Rules state as under:
9. Deemed approval.
(1)Any transaction on account of a cross border merger undertaken in
accordance with these Regulations shall be deemed to have prior approval
of the Reserve Bank as required under Rule 25A of the Companies
(Compromises, Arrangement and Amalgamations) Rules, 2016.
(2)A certificate from the Managing Director/Whole Time Director and
Company Secretary, if available, of the company (ies) concerned ensuring
compliance to these Regulations shall be furnished along with the
application made to the NCLT under the Companies (Compromises,
Arrangement or Amalgamation) Rules, 2016.
The deeming fiction under Regulation 9 of the Cross Border Merger Regulations
has been introduced to relax the mandatory requirement of seeking prior approval
of the RBI for cross border mergers as set out under Section 234(2) of the Act read
with Rule 25A of the Rules. Hence, there is no requirement for seeking prior
approval of the RBI in terms of Section 234(2) of the Act read with Rule 25A of
the Rules, so long as the conditions of the Cross Border Merger Regulations for
inbound merger are met. In this regard, a Certificate from the Directors of the
Transferee Company under Rule 25A along with the Affidavit has been filed along
with the Company Petition which is annexed as Annexure U Series to the

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Company Petition. Further, similar objections have been raised in other

amalgamation proceedings and considered and order approving the scheme after
due consideration of the issue of such cross border transfers are already produced
hereinabove at Annexure A to this affidavit. For reasons as set out above, a copy of
the Petition/Notice need not be served on the RBI under the Cross Border Merger
Regulations. Copy of the earlier order passed in this regard in CP (CAA) No.
36/BB/2023 and CP (CAA) 155/MB-IV/202, is produced herewith and enclosed as
Annexure C & G.
XI. Regarding observation in Para No. II (14) of the Common report it is submitted
that the Transferee Company undertakes to comply with, the requirements of the
Foreign Exchange Management Act, Securities Exchange Board of India and the
Competition Commission of India as applicable. The Transferor Company
undertakes to comply with the applicable provisions of the laws of Delaware. An
Affidavit that all applicable provisions of the General Corporation Law of the State
of Delaware (DGCL) and other applicable laws of the Transferor Company's
country i.e., Delaware, United States of America, have been complied with
reference to this Composite Scheme of Arrangement is already produced
hereinabove at Annexure F.
XII. Regarding observation in Para No. II (17) of the Common report it is submitted
that The Transferee Company undertakes to comply the procedural requirements of
the Act and the relevant rules thereunder and file the requisite e-form related
thereto after paying the prescribed fees and stamp duty for increase in such
authorized share capital.
XIII. Regarding observation in Para No. II (19) of the Common report it is submitted
that the undisputed statutory dues to the tune of Rs. 48 Crores have already been
settled by the Transferee Company in FY 2023-24. The certificate issued by
Chartered Accountant certifying that the statutory dues to the tune of Rs. 48 Crores
have already been paid is produced herewith and enclosed as Annexure H.
XIV. Regarding observation in Para No. II (20) of the Common report it is submitted
that the issue is presently sub-judice and has not attained finality since the
Transferee Company is currently challenging the purported demand before the
Appellate Authority. In the event any liability is crystallized, the Transferee

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Company hereby undertakes to settle such dues in accordance with the applicable
law.
XV. Regarding observation in Para No. II (21) of the Common report it is submitted
that the amount of Rs.3.60 crores which represents the invoices outstanding to
Micro, Small and Medium Enterprises (MSME) vendors was not payable as on 31-
03-2023 as these were not dues accrued at that point of time. Subsequently, as the
amounts became due to be paid, the same were paid off by the Transferee Company
in FY 2023-24 within the due dates in compliance with the MSME Act. The
certificate issued by Chartered Accountant certifying that the statutory dues to the
tune of Rs. 3.6 Crores have already been paid is produced herewith and enclosed as
Annexure I.
XVI. Regarding observation in Para No. II (22) of the Common report it is submitted
that There are no legal issues, disputes and legal proceedings of any kind pending
against the Transferor Company in foreign judicial/executive jurisdictions. The
Petitioner Companies undertake that any liability arising out of any dispute or legal
proceeding will be borne by the Transferee Company after the merger being
effective in terms of the provisions of the Composite Scheme of Arrangement.
XVII. Regarding observation in Para No. II (23) of the Common report it is submitted
that an affidavit to the effect that all the applicable provisions of the General
Corporation Law of the State of Delaware (DGCL) and other applicable laws of
Transferor Company’s Country have been followed with regard to this
Amalgamation, is already produced hereinabove at Annexure F. The accounting
treatment for the proposed demerger of the Grocery Undertaking and the E-Comm
Undertaking into Resultant Company 1 and the Resultant Company 2, respectively,
is in compliance with the prescribed accounting treatment under the Act. The
Petitioners have filed Certificates vide Annexure S series to the Company Petition
to this effect.
XVIII. Regarding observation in Para No. II (25) of the Common report it is submitted
that The Transferee Company undertakes to preserve books of accounts of the
Transferor Company in compliance with Section 239 of Act.
XIX. Regarding observation in Para No. II (26) of the Common report it is submitted
that Both the Resultant Company 1 and the Resultant Company 2 were recently

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incorporated and hence did not have a bank account when the company application
was filed before this Tribunal. Subsequently, the Resultant Company 1 and the
Resultant Company 2 have opened bank accounts as follows:
RESULTANT COMPANY 1
Name of Bank– ICICI Bank Limited
Branch- Embassy Golf Links, Business Park, Bangalore
Type of account– Current Account
Bank account Number- 344205000434.
RESULTANT COMPANY 2
Name of Bank– ICICI Bank Limited
Branch- Embassy Golf Links, Business Park, Bangalore
Type of account– Current Account
Bank account Number- 344205000436.
XX. Regarding observation in Para No. II (28) of the Common report it is submitted
that We hereby submit that the Income Tax department have already filed their
report with the Hon’ble Tribunal and have issued and provided their NOC in
respect of the subject Composite Scheme of Arrangement without any conditions.
The same maybe considered and orders passed thereon.
XXI. Regarding observation in Para No. II (29) of the Common report it is submitted
that The Composite Scheme of Arrangement as amended and approved by the
Board of Directors of the Petitioner No.1, 2, 3 and Non-Petitioner has been
produced in this Petition as Annexure A. The Composite Scheme of Arrangement
as approved by the Board of Directors of the Petitioner No.1, 2, 3 and Non-
Petitioner has been produced in this Petition as Annexure B. The same has been
brought to the notice and attention of this Tribunal, pursuant to which notices were
issued vide order dated 12-09-2024. In compliance of the order dated 12-09-2024,
notices have been served to all the Regulatory Authorities with the Petition and all
annexures which include the amended Composite Scheme of Arrangement
(appended at Annexure A to this Petition). Therefore, a separate notice was not
required to be given as the notices to statutory authorities that were ordered by the
Tribunal were only after taking into account the amendments made in the

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Composite Composite Scheme of Arrangement which were enclosed and also

mentioned in the Joint petition filed before the Tribunal.
(i) That the Petitioner Companies had approached this Tribunal in the first
motion Application under Sections 230-232 R/w 234 of the Act by way of
Company Application CA (CAA) 19/2024, with the proposed Composite
Scheme of Arrangement as enclosed at Annexure B of the Petition, which
was allowed on 02-08-2024. Thereafter, the Board of Directors of the
Petitioner Companies were informed that inclusion of a clause was
inadvertently missed under Part-III and Part-IV of the Composite Scheme of
Arrangement. Keeping this in view and with an aim to maintain uniformity
across the provisions of the Composite Scheme of Arrangement and
ensuring that the Petitioner Company 1 and its shareholders are not
prejudiced in any manner whatsoever, due to the parties inadvertently
failing to include a provision in some parts of the Composite Scheme of
Arrangement , which has been included in the other parts of the Composite
Scheme of Arrangement, the Board of Directors have approved the
amendment to Clause 3.4.3 in Part III and Clause 4.4.3 in Part IV of the
Composite Scheme of Arrangement. The said clause is already present in
Clause 6.2.4 in Part VI of the Composite Scheme of Arrangement. The
proposed amendments/inclusions are to enable appropriate adjustments in
the event of a capital restructuring, re-organization or re-classification of
share capital being undertaken by the Petitioner No. 1 and to ensure that the
Petitioner No. 1 or its shareholder’s interest is not adversely affected in any
manner whatsoever, on account of such capital restructuring, re-
organization or re-classification of share capital and Petitioner No. 1 or its
shareholders are not prejudiced due to the inadvertent failure to include
such provision in Part-III and Part-IV of the Composite Scheme of
Arrangement, when such a provision is specifically included in Part-VI of
the Composite Scheme of Arrangement. The Composite Scheme of
Arrangement is pending approval of the Tribunal. The explanation is also
given in the Company Petition for the amendments that were carried out in
the Composite Composite Scheme of Arrangement.

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(ii) The said amendments have been duly approved by the Board of Directors
of the Petitioner Companies and Non-Petitioner at their meetings held on
12-08-2024, 12-08-2024, 12-08-2024 and 09-08-2024 respectively in
accordance with the provisions of the Composite Scheme of Arrangement.
The Board Resolutions are enclosed at Annexure C Series of the Petition.
The said amendments have also been duly approved by shareholders of each
Petitioner Companies and NOC Affidavits of shareholders are enclosed as
Annexure D Series of the Company Petition. The said amendments are not
in any manner prejudicial to or adversely affect the Petitioner Companies,
their shareholders or creditors. The said modifications of the Composite
Scheme of Arrangement do not in any manner alter the position of the
shareholders vis-à-vis the Petitioners and does not change/alter its basic
fabric or make any substantial modification to the Composite Scheme of
Arrangement and have been affected solely to enable effective
implementation of the Composite Scheme of Arrangement. There is no
material change.
(iii) In view of above and without prejudice, no Interim application is required
to be filed for amendment as the Composite Scheme of Arrangement, which
is pending sanction of this Tribunal, is not required to be amended by an
order of this Tribunal, but with the assent of all stakeholders as already
mentioned above. Further, the changes made in the Composite Scheme of
Arrangement and the original and amended Composite Scheme of
Arrangement are enclosed with the Company Petition and are approved by
the Board as stipulated in the Composite Scheme of Arrangement, which
documents are also appended. Cases in which the Amendments were
allowed are annexed as Annexure J Series and listed below:
• CP(CAA)/235/MB/C-III/2023 (Global Aviation Services Private
Limited)
• S.K. Gupta and Ors. Vs K.P. Jain and Ors. (Civil Appeal no. 1217 of
1976 (MANU/SC/0043/1979)

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14. The Regional Director (RD) and the Registrar of Companies (ROC) have filed their
Additional Common Report vide Dairy No. 7231 dated 26/12/2024. Both RD and
ROC have raised the following observations vide Para-II of their report:
I. A Letter dated 13-12-2024 has been received by Regional Director, South
East Region, Ministry of Corporate Affairs, Hyderabad on 18-12-2024 from
Mr. Aboli Dhawankar, Manager, Reserve Bank of India in the matter of
Fashnear Technologies Private Limited pointing out certain observations
(Copy enclosed as Annexure-1). The Tribunal may direct the Petitioner
Companies to comply with the observations pointed out by the Reserve
Bank of India and get No Objection Certificate from Reserve Bank of India,
before the scheme is allowed.
II. The letter dated 13-12-2024 from the Reserve Bank of India states that Para
2 (a) As per Regulation 15 of Notification No. FEMА 23(R)/2015-RB dated
January 12, 2016 on Foreign Exchange Management (Export of Goods &
Services) Regulations, 2015 (as amended from time to time) read with para
C.2 of FED master direction No. 16/2015-16 dated January 1, 2016 on
Export of Goods and services (Updated as on August 29, 2024), the
exporter shall be under an obligation to ensure that the shipment of goods is
made within one year from the date of receipt of advance payment and that
the documents covering the shipment ware routed through the authorized
dealer through whom the advance payment is received. However, based on
the entries in EDPMS database as on November 19, 2024, in case of M/s
Fashnear Technologies Private Limited it is observed that there are inward
remittance message (IRMs) with total unutilized value outstanding beyond
one year, the details of which are provided in Table-1:
Fashnear Technologies Private Limited
Category Count Amount
Inward remittance messages outstanding beyond one year as 4 4,33,00,741
on November 06, 2024

15. The response dated 04-03-2025 of the Petitioner Companies thereto is as under:
I. Regarding observation in Para No. II it is stated that the Letter dated 13-
12-2024 of the Reserve Bank of India mentions that the Petitioner
companies have to comply with Regulation 15 of Notification No. FEMA
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23 (R)/2015-RB dated January 12, 2016 on Foreign Exchange Management

(Export of Goods & Services) Regulations, 2015 (as amended from time to
time) read with para C.2 of FED master direction No. 16/2015-16 dated
January 1, 2016 on Export of Goods and Services (Updated as on August
29, 2024). The letter stipulates a procedural compliance on the part of the
Petitioner No 1 company. The Petitioners undertake to comply with the
procedural compliance. The Petitioner companies have undertaken to
comply with the requirements as mentioned in the letter dated 13-12-2024
of the Reserve Bank of India. Hence there is no requirement of a no
objection letter from Reserve Bank of India. In fact, the Company has filed
the Scheme under Section 234 read with Rule 25A of the Companies (CAA)
Rules 2016 read with Foreign Exchange Management (Cross Border
Merger) Regulations, 2018 issued by the Reserve Bank of India vide
Notification No. 389/2018-RB dated 20-03-2018, under which there is a
deemed approval to the Petitioner companies for the scheme of
arrangement. Hence there is no requirement of a No objection certificate
from the Reserve Bank of India on this subject. Copy of the FEMA (Cross
border Regulations) 2018 as notified are as per Annexure A.
II. The letter stipulates a procedural compliance on the part of Petitioner No 1.
The Petitioners undertake to comply with the procedural compliance. The
Petitioners further undertake to be in compliance of Para 2 (a) as per
Regulation 15 of Notification No. FEMA 23 (R)/2015-RB dated January 12,
2016 on Foreign Exchange Management (Export of Goods & Services)
Regulations, 2015 (as amended from time to time) read with para-C.2 of
FED master direction No. 16/2015-16 dated January 1, 2016 on Export of
Goods and services (Updated as on August 29, 2024).
That the Petitioners affirm that any sanction of the proposed scheme shall be
without prejudice to the liability of the Petitioner Companies with respect to
the contraventions of the provisions of FEMA, rules, regulations, direction
or order issued thereunder committed by the Petitioner Companies and the
continuance of such liability on the Petitioner Companies after the sanction
of the Scheme by the National Company Law Tribunal, Bengaluru. In view

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of the above, they undertook that the Petitioner companies will comply with
all FEMA regulations as may be applicable to the Petitioner companies.
16. Income Tax (IT) Department has filed its report for Petitioner No.1 wherein it has
been observed as under:
Sl. Components of the Proposal Observation of the AO
No.

1. Details of any Proceedings pending - Proceedings u/s 143(3) AY 2022-23 is

against applicant Company under pending with FAO
the under the Income Tax Act - Proceedings u/s 143(3) AY 2023-24 is
pending with FAO.

2. Details of Tax demands pending - AY 2021-22, Rs. 10,050, but the assessee
for recovery (year wise amount paid Rs. 11,350/- vide challan in BSR
outstanding) code 0510002, SL. NO. 19409, date
24.04.2024.
- AY 2022-23 Rs. 1,020, but the assesse
paid Rs. 1,050/- vide challan in BSR code
6390009, SL. NO. 13152, date
25.09.2024.
3. Whether proposed scheme will AY Loss carry forward
impact allow ability of earn; - 2017-18 45,83,590
forward loses or unabsorbed 2018-19 4,86,73,545
depreciation or any benefits under 2019-20 93,00,86,012
the IT Act. If yes quantify the 2020-21 2,94,41,91,399
amount of tax effect compliance of 2021-22 4,48,88,73,417
Section 72A 2022-23 30,96,66,55,169
2023-24 14,73,25,99,131

AY Unabsorbed
depreciation carry
forward
2017-18 22,663
2018-19 36,937
2019-20 71,93,384
2020-21 3,25,60,173
2021-22 3,27,22,177
2022-23 10,64,54,790
2023-24 17,57,79,345

All the tax assessment proceedings, appeals and GAAR Provisions, nature by or
against the Transferee Company or arising as at the effective date shall be
continued and/or enforced by or against the Transferee Company.
The Department reserves its right to determine the tax implications of the
Applicant Company contemplated under the scheme in accordance with the

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provisions of the IT Act, 1961 shall prevail over anything contrary provided
under the Scheme.
17. The Reply Affidavit to the Income Tax (IT) Report has been filed by the Petitioner
Company No.1 vide diary No. 70 dated 06-01-2025, inter alia stating as follows:
I. Regarding observation in Point (3) of the report it is submitted that the
proceedings are pending before the Income Tax officer and company
undertakes to pay any tax liabilities once adjudication of the same is
completed as per the Income Tax Act, 1961.
II. Regarding observation in Point (4) of the report it is submitted that this
amount has been paid. The relevant challans in this regard are attached
as Annexure- A.
18. The reports of Income Tax Department in respect of Petitioner No.2 and Petitioner
No.3 do not have any substantial observations.
19. On 24.03.2025 ROC had clarified that that they do not have any further
observations post filing of replies by the petitioner companies.
20. Heard the learned Counsels for the parties carefully perused the pleadings of the
parties and relevant legal provisions.
21. In view of the above discussion, we conclude that the objections/observations to the
Scheme received from ROC/RD & Income Tax Department have been adequately
explained by the Petitioner Companies and hence there is no impediment in
approval of the Scheme.
22. The Composite Scheme of Arrangement in question as annexed at Annexure–
A is approved and we hereby declare that the same is to be binding on all the
shareholders and creditors of the Transferor, Transferee and Resulting Companies.
While approving the Scheme, it is clarified that this order should not be construed
as an order in anyway granting exemption from payment of any stamp duty, taxes,
or any other charges, if any, and payment in accordance with law or in respect of
any permission/compliance with any other requirement which may be specifically
required under any law.

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AND THIS TRIBUNAL DOES FURTHER ORDER:

(i) That the Petitioner Companies shall within 30 days after the date of receipt
of this Order, cause a certified copy of this Order to be delivered to the
Registrar of Companies, Karnataka for registration. In accordance with the
Clause 7 in Part – VII of the Composite Scheme of Arrangement, the
Petitioner No.1/Transferee Company is directed to take appropriate steps for
compliance of the Laws and Regulations of the State of Delaware, USA, in
so far as the Transferor Company is concerned.
(ii) Further, as mentioned in Clause 7.1.4 of the Scheme, immediately following
the filing by the Transferee Company of the order(s) of the Tribunal
approving the Scheme with the Registrar of Companies, Bangalore, the
officers of the Transferor Company shall file the certificate of ownership and
merger with the Secretary of State of the State of Delaware.
(iii) That the Transferee Company shall deposit an amount of Rs.2,00,000/-
(Rupees Two Lakh Only) with Pay and Accounts Officer, Chennai in
favour of the Regional Director, South East Region, Ministry of Corporate
Affairs, Hyderabad and Rs.25,000/- (Rupees Twenty-Five Thousand
Only) in favour of ‘The Prime Minister National Relief Fund’, within a
period of four weeks from the date of receipt of certified copy of this Order;
and
(iv) The Petitioner Companies are directed to ensure compliance with reference
to various undertakings given in response to the observations raised in the
ROC/RD report; including those with reference to the compliance to the
Laws and Regulations of the State of Delaware, USA; and regarding the
FEMA/SEBI/CCI rules and preservation of the Books of the
accounts/documents etc.
(v) The Petitioner Companies are directed to make compliance to the provisions
of Section 170A of the Income Tax Act, 1961 within the stipulated period.
(vi) That any person interested shall be at liberty to apply to this Tribunal in the
above matter for any directions that may be necessary.
(vii) The approval/sanctioning of the Scheme shall not be construed as an
exemption from any of the provisions under the Income Tax Act, 1961 or the
C.P. (CAA) No. 31/BB/2024 (Second Motion)

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Companies Act, 2013 and that the authorities under both the Acts, are at
liberty to take appropriate action, in accordance with law, if so advised.
23. As per the directions, Form No.CAA-7 of the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016, formal orders be issued on the
petitioner company on filing of the Schedule Property i.e., (i) freehold property of
the Transferor Company and (ii) leasehold property of the Transferor Company by
way of affidavit.
24. The Petitioner Companies shall serve a copy of this Order to all the Statutory
Authorities within ten days of receipt of copy of this order.
25. Accordingly, C.P. (CAA)No.31/BB/2024 is allowed. Copy of this Order be
communicated to the Petitioner Companies through their representing Counsel.

-Sd- -Sd-
RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL
MEMBER (TECHNICAL) MEMBER (JUDICIAL)

C.P. (CAA) No. 31/BB/2024 (Second Motion)

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