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TMI Blog2020 (10) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... by the holding company, viz., TLG India Private Limited (Transferee Company) and their respective shareholders. 4. The Petitioner Companies have approved the said Scheme by passing requisite board resolutions at their respective meetings held on March 15, 2019 which are annexed to the Company Petition. 5. Learned Counsel appearing on behalf of the Petitioners states that the Petitions have been filed in consonance with the order dated 10th May 2019 passed by the Tribunal in the connected CA (CAA) No. 1694/2019. 6. Learned Counsel appearing on behalf of the Petitioners states that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary affidavits of compliance in this regard. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made thereunder. The said undertaking is accepted. 7. Learned Counsel for the Petitioner Companies further states that: (a) Petitioner Companies are part of Publicis Groupe having global operations. (b) Transferee Company is engaged in the business of providing a range of commun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay be approved by the tribunal or such other competent authority having jurisdiction to sanction the Scheme. "Effective Date" means the date on which the last of the approvals or events specified under clause 15 are obtained or have occurred or the requirement of which has been waived (to the extent permitted under applicable law) and the provisions of the scheme (as defined hereinafter) are made effective with effect from the Appointed Date. References herewith "the coming into effect of this Scheme" or "the Scheme becoming effective" shall mean the Scheme coming into effect or becoming effective on the Effective date with effect from the Appointed Date. Further, the petitioners may be asked to comply with the requirements and clarified vide circular No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. (c) The Tribunal may kindly seek the understanding that this scheme is approved by the requisite majority of members and creditors as per Section 230(6) of the Act in meetings duly held in terms of section 230(1) read with subsection (3) to (5) of section 230 of the Act and the minutes thereof are duly placed before the tribunal. (d) As per RoC, M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 10. The observations made by the Regional Director have been explained in Paras 9(a) to 9(d) above. The clarifications and undertakings have been accepted by the Regional Director and by this Tribunal. 11. Two creditors of Petitioner Company 4/Transferee Company -Famous Digital Studios Private Limited and JC Decaux Advertising India Private Limited have raised objections before this Tribunal regarding the Scheme. 12. As far as Famous Digital Studios Private Limited is concerned, the amount stated to be outstanding is Rs. 19,94,200/- as on 16 August 2019. These pertain to five invoices raised between 13 June 2019 and 06 August 2019. The invoices are said to be overdue by about 64 days (in the case of invoice dated 13.06.2019) to about 10 days (in the case of invoice dated 06 August 2019).As far as JC Decaux Advertising India Private Limited is concerned, the amount stated to be outstanding is Rs. 90,95,227/- as on 27 August 2019). 13. Considering the present lockdown situation in view of the Covid-19 pandemic, and the fact that we have not been able to hear the objector in person, we have carefully scrutinised the communications received from the two objectors. The first objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the latter comprising of the same class whom they purport to represent as a whole, and it is just, fair and reasonable from the point of view of a prudent man of business. Once these requirements are satisfied, the court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if, in the view of the court, there could be a better scheme for the company and its members or creditors for whom the scheme is framed. The court cannot refuse to sanction such a scheme as it would otherwise amount to the court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction. 18. At this stage, the objecting creditors of the Petitioner Company 4/Transferee Company do not satisfy the minimum criterion of five percent of the total outstanding debt of the company, which is required to sustain the objection. Apart from this, it is also settled law that a Scheme is not a tool in the hands of a creditor to recover money or to coerce the company to pay. Further, such payment cannot be said to a condition precedent for sanction of the Scheme. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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