BEFORE THE HON’BLE NATIONAL CONSUMER DISPUTES REDRESSAL COMMISSION AT NEW DELHI REVISION PETITION NO. OF 2023 (Arising out of Order dated 04.07.2023 passed by the State Consumer Disputes Redressal Commission of Madhya Pradesh in First Appeal No.: 1600/2014) IN THE MATTER OF: ‘Tata Motors Finance Limited &Anr PETITIONERS ‘VERSUS Salim Rain & Anr. c RESPONDENTS REVISION PETITION UNDER SECTION 21(b) OF THE CONSUMER PROTECTION ACT, 1986 (amended up to date MOST RESPECTFULLY SHOWETH: 1. That the abovenamed Petitioners are the Opposite Party Nos. 1 and 3, the Respondent No. 1 is the Complainant and the Respondent No. 2 is the Opposite Party No. 2 in the lower fora. 2. That this Revision Petition under Section 21(b) of the Consumer Protection Act, 1986 (hereinafter referred to as “the Act”) is being filed against the Order dated 04.07.2023 passed by the Learned State Consumer Disputes Redressal Commission of Madhya Pradesh in First Appeal No.: 1600/2014 whereby the Ld, State Commission upheld the Appeal of the complainant/ Respondent No, 1 overturning the order of the Ld. DCDRC Sagar, Madhya Pradesh in CC No.: 134/2013 dated 23.07.2014. The Hon'ble State Commission by allowing the Appeal of the Respondent no, 1 has acted illegally and with material irregularity while exercising its jurisdiction. A certified copy of the order dated 04.07.2023 and copy of final order dated23.07.2014 passed by the District Commission are annexed herewith as Annexure P-1 and Annexure-P-2 respectively, . That the Petitioners represents both the corporate/branch offices of Tata Motors Finance Limited and hence, there is no conflict of interest and a common Revision Petition is being filed on behalf of all the Petitioners (hereinafter collectively referred to as “Petitioner”), At the outset, it is most important to mention here that since the entire loan business of Tata Motors Finance Ltd. [TMFL] has been demerged in Tata Motors Finance Solutions Ltd. [TMFSL] with effect from 1* July 2023, therefore present petition is being filed and executed by the authorized signatory of Tata Motors Finance Solutions Ltd. i.e. Mr. Johnson Andrews, Designation Dy. Manager Legal having office address 7% Floor, Kailash Building, K.G. Marg, New Delhi ~ 110001 who has been duly authorized vide letter of authorization dated 30.06.2023. A copy of the letter of authorization is annexed herewith as Annexure P-3, The registered office address of Tata Motors Finance Solutions Limited is 14,4" Floor, Sir HC Dinshaw Building,16 Horniman Circle, fort Mumbai-400001. It is further submitted that ‘The Board of Directors, at its meeting held on October 3, 2022, approved a Scheme of Demerger under Section 230 to Section 232 read with Section 66 of the Companies Act, 2013 as amended between Tata Motors Finance Solutions Limited (“TMFSL or the Company”). The Reserve Bank of India gave its no-objection certificate for said de-merger scheme. The de-merger was also approved by the Shareholders and the creditors of the respective companies. The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) has also approved the said demerger Scheme on 12" May 2023 for which the final order was received on June 14, 2023. It is pertinent to mention here that said demerger scheme will transfer all the rights of Tata Motor Finance Ltd. as lender shall bevested in Tata Motors Finance Solutions Lid. in continuation. A copy of order dated 12" May 2023 is annexed herewith as Annexure P-4, Hence in the light of above discussion, the present case is being contested by Tata Motors Finance Solutions Ltd. in place of Tata Motor Finance Led, .. That the Respondent No. 1 (hereinafter referred to as “Respondent”) had entered into a Joan-cum-hypothecation agreement bearing no. 47866 dated 22.03.2007 and availed a loan of INR 230,000/- (Rupee Two Lakh Thirty ‘Thousand Only) from the Petitioner for purchasing a vehicle having Model TATA ACE, Registration No. MPISLA0185, Chassis number 445051BSZR10323 and Engine number 27SIDIOSBSZ508760 (hereinafter referred to as “subject vehicle”) which was hypothecated in favour of the Petitioner as security towards the Loan. The repayable amount being Rs. 3,32,200 was to be repaid in 43 monthly instalments. A copy of the Loan Agreement bearing no. 47866 dated 22.03.2007 is annexed herewith as Annexure P-: . That it is significant to state here that the Respondent had applied voluntarily for the loan facility after knowing full well about the terms and conditions of the loan. The Respondent duly executed the Loan Agreement bearing No. 47866 dated 22.03.2007. It is not out of place to mention that the Respondent had voluntarily applied for the loan after being fully conversant with the terms & conditions of the said agreement, instalments, interest, charges, repossession terms, sale options, etc., hence the Respondent thereafter cannot make at any belated stage, any allegation or challenge the contractual terms of the said loan. . That the Respondent was solemnly bound to follow the terms and conditions of the loan agreement and was responsible for making the timelypayment of loan amount, However, the Respondent failed to make timely payments to the Petitioner as was agreed upon. The parties are bound to follow the terms of the loan agreement as per law and the Respondent No. 1 has failed miserably to honour his commitments. Relevant contents of Clause 3.2 of loan agreement are reproduced herewith: “3, Repayment and interest 3.1 The Borrower shall repay to the Lender the loan, together with interests thereon as and by way of periodical instalments as computed and/or recomputed by the Lender from time to time (“Instalments”) and shall also pay to the Lender all other amounts due and payable by the Borrower to the Lender from time to time on the respective due dates specified or as may be specified by the Lender (each such date of instalment and of other monies, a “Due Date”). The instalments shall be paid on the Due Dates by honouring the Inchoate and/or as the case may be, the post-dated cheques delivered by the Borrower to the Lender and/or by way of such other payment instruments or modes which the Lender may require, irrespective of whether the Asset(s) has /have been delivered by the Seller to the Borrower or not or whether or not the said Asset are in use by the Borrower or whether or not the Asset are damaged or irrespective of any conditions of the Assets. The Obligors hereby jointly and severally agree and undertake that the payment of the Instalments shall not be stopped for any reason whatsoever including without limitation that the delivery had not occurred, 9, That the Respondent no. 1 failed to remit the due payments to the Petitioner which is against the terms of the hypothecation agreement, It is necessary to mention here the Petitioner is the financier of the subject vehicle and is legally entitled to obtain repayments of the subject hypothecated vehicle asper the terms of the loan agreement irrespective of any situation being faced with the subject vehicle. A copy of the loan account statement is annexed herewith as Annexure P-6, 10. It is submitted that since the Respondent committed default in paying the ‘monthly Installments as stipulated under the Agreement, the Petitioner was constrained to transfer through sale, the Complainants portfolio to the Dealer i.e., Respondent no. 2 via Deed of Assignment dated 01.02.2010, conferring all control and discretion pertaining to the portfolio and Loan- cum-Hypothecation Agreement dated 22.03.2007 of Respondent no, 1 to the Respondent no. 2 A copy of the Deed of Assignment dated 01.02.2010 is annexed herewith and may kindly be marked as Annexure P-7. 11. That, thereafter, due No-Objection Certificate dated 22.04.2010 was issued to the Respondent no, 2 which in conjunction with the aforementioned Deed of Assignment dated 01.02.2010 transferred the right , title and interest pertaining to the Account of the Complainant, to the Respondent no. 2, A copy of the No-Objection Certificate dated 22.04.2010 is annexed herewith as Annexure P-8 12. That, thereafter, as per Clause 2.3 of the Deed of Assignment dated 01.02.2010, the Respondent no. 2 proceeded to repossess the subject vehicle on 24.05.2010, with regards to which the Respondent no. 1 had failed to make the payments on time,. The Clause 2.3 of the Deed of Assignment dated 01.02.2010 reads as follows « subject to the provisions of this deed, the purchaser, shall have the sole right of collecting and enforcing payment of all the receivables in whatever manner in its absolute discretion consider necessary and prudent.13, That aggrieved by the repossession and resale of the subject vehicle, the Respondent filed a consumer complaint before the Ld. District Commission, Sagar, Madhya Pradesh bearing CC No.: 134/2013 wherein the Petitioner entered appearance and filed a Written Statement in response to the Complaint, for dismissal of complaint on the ground of non- maintainability which the Ld, District Commission was pleased to appreciate and dismissed the complaint vide Order dated 23.07.2014, A copy of the file of the consumer complaint consisting of complaint, Written Statement of the Petitioner are enclosed herewith as Annexure P- (Colly.). 14, That however, being aggrieved by the order of the District Commission, the Respondent No. I filed a First Appeal before the Leamed State Consumer Disputes Redressal Commission of Madhya Pradesh bearing FA No.: 1600/2014 which was wrongly allowed vide order dated 04.07.2023 and is now being challenged by the Petitioner before this Hon'ble Commission. Copy of the Appeal filed before the Learned State Commission by the Petitioner is enclosed herewith as Annexure P-10. 15, That being aggrieved by the above dismissal, the Petitioner is filing the present Revision Petition within the prescribed limitation period and hence there is no delay in the filing. The present Revision Petition is being filed on the following grounds among others: GROUNDS: A. Because the impugned order is wrong, arbitrary, and unreasonable and is passed without application of mind. B. Because the impugned order is based on conjectures and surmises and hence bad.C. Because the Ld, State Commission has failed to take into account the copy of the Loan-cum-Hypothecation Agreement dated 22.03.2007 entered into between the Petitioner and the Respondent no, 1 and has failed to note that all actions of the Petitioner have been as per the terms and conditions contained therein the Loan-cum-Hypothecation Agreement dated 22.03.2007 and hence, no deficiency in services can be attributed to the Petitioner, D. Because the Ld. State Commission has failed to consider that the NOC was not issued to the Respondent no. 1 on payment of due amount, but it was issued to the Respondent no, 2 in furtherance of the Deed of Assignment dated 01.02.2010 as the complete portfolio of the Respondent no. 1 had been sold to Respondent no, 2. E, Because the Ld. State Commission has failed to take into account that the repossession of the vehicle was done by the Respondent no. 2 by virtue of clause 2.3 of the Deed of Assignment dated 01.02.2010, F. Because it is a settled law that the parties cannot deviate from the agreed terms of the contract entered into with sound mind in a lawful manner and in the present case, the Respondent No. 1 has in an utmost conniving manner claimed a relief which he was never entitled to as per the terms of the Loan-cum-Hypothecation Agreement. G. Because the Respondent has affixed his signature to a Declaration stating that he has understood and agrees to all the terms contained in the Loan- cum-Hypothecation Agreement dated 22.03.2007 at the time of filling up the Application Form. In this regard, reference may be taken of the Hon’ ble Supreme Court in the case of Bharti Knitting Company vs, DHL Worldwide Express Courier (1996) 4 SCC 704, whereby it was held that when the Complainant signs the contract documents, he is bound by itsterms & conditions and the onus would be on him to prove the terms & the circumstances, in which he has signed the contract. . Because the Hon’ ble Supreme Court in the case of Canara Bank & Ors v Debasis Das & Ors reported in AIR 2003 SCW 1561 has held that “A person who seeks equity must come with clean hands. He, who comes to the Court with false claims, cannot plead equity nor the Court would be Justified to exercise equity jurisdiction in his fair. A person who seeks equity must act in a fair and equitable manner.” In the present case, the Respondent No. I had filed the Consumer Complaint on false and misleading grounds only with the malafide intention of making wrongful gain. Since the Respondent No. 1 has not approached this Hon'ble Commission with clean hands, the impugned order is liable to be set aside only on this ground alone. Because the terms of an Agreement are to be strictly construed and each of the clauses are to be fulfilled and either Party not fulfilling their part of the Agreement shall be held to be in breach. It was observed by the Hon'ble Supreme Court in M. Arul Jothi and Ors, Vs. Lajja Bal (Deceased) and Ors. [Civil Appeal No.: 141150 of 1996 (MANU/SC/0141/2000)], “Once Parties enter into a contract then every word stated therein has to be given its due meaning which reveals the rights and obligations between the parties. No part of the agreement or words used therein could be said to be redundant,” Because it was similarly held in Datar Switchgears Ltd. Vs. Tata Finance Ltd. & Ors. [CA No.: $986 of 2000 arising out of SLP(C)P No. 13812 of 2000 (MANU/SC/0651/2000)] by the Hon’ble Supreme Court, “23. When parties have entered into a contract and settled on a procedure, due importance has to be given to such procedure. Even though rigor of the doctrine of "freedom of contract" has been whittled down by variouslabour and social welfare legislation, still the court has to respect the terms of the contract entered into by parties and endeavor to give importance and effect to it.” Hence, it is clear through various judicial interpretations that the Parties to a contract are dutybound to follow the same in its entirety and the terms of the same shall also be upheld by any Court of law should the time to agitate in any litigation may arise. K. Because the Learned District and State Commissions have granted a relief to the Respondent which is beyond the terms of the Agreement entered into between the Petitioner and the Respondent which in itself is per se illegal and beyond the established provisions of law. L. Because the Leamed District & State Commissions have accepted each and every contention of the Respondent No. 1 without inquiring into the veracity of the same and without the same being backed up by documentary evidence and without application of judicial mind, M. Because the Learned District & State Commissions have failed to realise that there is a plethora of judicial precedents stating that a party who has executed a Form containing a Declaration is bound by the terms of the same. and cannot feign ignorance of the contents filled in the form. N. Because the Respondent is attempting to seck advantage of his own wrongs by filing a consumer complaint by firstly defaulting in payments to the Appellant and thereafter challenging the terms of an Agreement to which he has agreed upon and is bound by. The said principle has been expounded by the Hon’ble Supreme Court of India in Kusheshwar Prasad Singh Vs. State of Bihar & Ors. [Civil Appeal No: 7351 of 2007(MANU/SC/1542/2007)] wherein it was held, “13. Ir is settled principle of law that a man cannot be permitted to take undue and unfair advantage of his own wrong to gain favourable interpretation of law. It is sound principle that he who prevents a thing from being done shall notavail himself of the non-performance he has occasioned. To put it differently, "a wrong doer ought not to be permitted to make a profit out of his own wrong".” The Hon'ble Court discussed and upheld the position also taken by the Hon’ ble Supreme Court in Mrutunjay Pani and Anr. v. Narmada Bala Sasmal and Anr. MANU/SC/0357/1961 [1962]1SCR290, wherein it was held by this Court that where an obligation is cast on a party and he commits a breach of such obligation, he cannot be permitted to take advantage of such situation. This is based on the Latin maxim 'Commodum ex injuria sua nemo habere debet' (No party can take undue advantage of his own wrong). The said principle was also observed and upheld in Union of India and Ors. v. Major General Madan Lal Yadav (Retd.) MANU/SC/0355/1996 : [1996]3SCR785 wherein the Hon'ble Court referred to Broom's Legal Maxims (10th Edn.) p, 191 wherein it was stated; is a maxim of law, recognised and established, that no man shall take advantage of his own wrong; and this maxim, which is based on elementary principles, is fully recognised in Courts of law and of equity, and, indeed, admits of illustration from every branch of legal procedure.” ). Because the Ld. State Commission seems to have borne more concern with granting reliefs to the Petitioner instead of with the dispensation of justice. Because the Ld, State Commission has acted as an advocate of the Complainant and has passed the directions sought for without any consideration to the conflicting rights of other parties such as the Petitioner. . Because the Leamed State Commission has erred in passing the order which was not supported by cogent reasons, . Because the Learned State Commission has not gone into the legal merits of the case with respect to the rights of the Petitioner.S. Because it is submitted that the Petitioner has a strong and prima facie case in their favour. T. Because the impugned Order passed by the Leamed State Commission is otherwise also contrary to law, against the weight of proof and documents, and against the principles of Natural Justice, equity and good conscience, 16. The Petitioner craves leave to add any other grounds at the time of hearing, 17. That the Petitioner has not filed any other similar Petition either before this Hon'ble Court or before the Hon'ble Supreme Court of India or any other Court or Commission against the instant order. 18. That the Annexures filed along with the present petition are the true copies of their respective originals. PRAYER: Under these facts and circumstances of the case, it is most respectfully prayed that this Hon’ble Commission may be pleased to: a) Call for the records of the State Commission for proper adjudication of the present matter; b) Set aside the impugned Order dated 04.07.2023 passed by the State Consumer Disputes Redressal Commission of Madhya Pradesh in First Appeal No.: 1600/2014 and allow the instant Revision Petition; Stay the operation of the Order dated 04.07.2023 passed by the State Consumer Disputes Redressal Commission of Madhya Pradesh in First Appeal No.: 1600/2014; anddo 4) Pass any other or further orders as deem fit by this Hon'ble Commission in the facts and circumstances of the present case. FOR THIS ACT OF KINDNESS YOUR HUMBLE PETITIONER AS Is DUTY BOUND SHALL EVER PRAY fer TTAMOTORS FINANCE SOLUTIONS LMITED i> CASE Authorised Sign mma THROUGH =’ () AKO wenvoeu Counsel For Petition’ & Mirza Aslam Beg, Advs. Mirza & Associates, Advocates & Attorneys K-38-A, Kalkaji, New Delhi-110019 [+91-9958418959, aslam @mirzaandassociates.com]ery BEFORE THE HON’BLE NATIONAL CONSUMER DISPUTES REDRESSAL COMMISSION AT NEW DELHI REVISION PETITION NO. OF 2023 (Arising out of Order dated 04.07.2023 passed by the State Consumer Disputes Redressal Commission of Madhya Pradesh in First Appeal No.: 1600/2014) INTHE MATTER OF: ‘Tata Motors Finance Limited & Ant... PETITIONERS ‘VERSUS Salim Rain & Anr, a RESPONDENTS FFIDAVIT I, Johnson Andrews S/o Shri T.J. Andrews, aged 53 years having office address at Tata Motors Finance Limited, 7" Floor, Kailash Building, K.G. Marg, New Delhi - 110001 do hereby solemnly declare and affirm as under: 1, That I am the duly constituted attorney of the Petitioner and am conversant with the facts of this case and am competent to depose to this affidavit. 2. That the contents of the accompanying Revision Petition are true and correct, and nothing false has been stated therein, 3. That the annexure (s) are true copy of their respective originals. VERIFICATION I, Johnson Andrews, the abovenamed deponent do hereby verify that the contents of this affidavit are true and correct as per my knowledge and belief. 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To issue notices, reminders, demand notices and replies to notices in respect of any of the claims, matters related to the business of the Company. To institute, file, commence or initiate any type of appeals, revision applications and review applications before any courts, any judicial, quasi-judicial, government authorities, arbitrator tribunals, departments, commission and forum. To appear, represent, depose, affirm, swear, sign and execute any affidavit, bond, undertaking; deposition, reply, written statement, affidavit of evidence, affidavit in respect of examination in chief, interim or ad-interim application or any other application and also any rejoinders, sur-rejoinders, objections and protest and also to tender evidence on oath as well as to undergo cross examination as the case may be, before any courts, any judicial, quasi- Judicial, government authorities, tribunals, arbitrator, departments, commission, stamp authorities and forum. To submit to and depose for cross examination, adduce evidence on ath and to tender documents on record in any of the matters as the case may be. To receive service of any summons, notice, proceedings filed against the Company in respect of any of the matters relating to the Company and to take necessary steps to defend the Company, to file any applications, affidavit, bond, undertaking, deposition, reply, written statement, affidavit of evidence, affidavit in respect of examination in chief, interim or ad- interim application or any other application and also any rejoinders, sur-rejoinders, objections and protest as the case may be before any courts, any judicial, quasi-judicial, government authorities, tribunals, arbitrator, departments, commission, stamp authorities and forums, To appoint, engage, instruct and brief advocates, attorneys, solicitors, legal representative, consultant, experts and counsels in order to represent the Company in respect of any of the matters mentioned in clause No. 1 to 4 above and for that purpose to sign and execute such ‘TATA MOTORS FINANCE SOLUTIONS LIMITED 1 hinkfchno Campus Bulking A 2nd Foor Of Pokivan Road 2 Thane West 400 608qb TATA other connected documents like Vakalatnama or appointment letter for appointing the advocates, attorney, legal representative, solicitors, consultant, experts and counsels 6. Its further clarified that all such acts as contained in clause No, 1 to § herein, done by the Authorized Person as contained herein, before issuance of this letter of authority, are hereby expressly ratified, 7. To withdraw any suits, departmental appeals, appeals complaints, and proceedings Including execution proceedings, claims, appeals, revisions, orignal applications, review applications or Petitions of any kind before any Courts of law, appellate bodies or tribunals and other legal Proceedings with an express written permission from the Chief Operating Office (COO}/ Chiet Collection Officer (CCO) Company in writing and for that purpose to sign any consent terms, Settlement agreements, memorandum of understanding, any similar settlement recording documents, withdrawal pursis and withdrawal application. 8. Fo do all acts, deeds and things necessary or expedient for giving effect to the powers hereinabove referred. AND GENERALLY to sign all such other instruments, documents and papers to which the signature of the Company is or may be required or be necessary and to do all other acts, deeds, matters and things incidental or consequential to the above powers or to effectively exercise all or any of the above Powers as the Authorized Person thinks appropriate. |, do hereby declare that | shall at any time have the absolute right and discretion to terminate all or any of these powers conferred on the Authorized Person in ths letter of Authority and/or cancel this Provided, HOWEVER THAT the Letter of Authority granted hereunder shall be valid and in force tll 29- jJune-2024 oF til the aid Authorized Person isin the employment of the Company or unless specifically revoked by the Company whichever is earlier and thereafter the said Authorized Person shall not be entitled to exercise ary of the aforesaid powers. On his /her ceasing to be in the employment of the Gompany/ revocation of the powers herein granted, the powers conferred herein shall stand revoked and the powers contained herein if exercised by the said Authorized Person after cessation of employment / revocation of the powers shall be deemed to be illegal IN WITNESS WHEREOF | have signed, executed and delivered this Letter of Authority at Mumbai on this 30" day of the moitth of June, 2023. Signed, Executed and Delivered by Mr. Uday Uchil (Chief Financial officer) Date: 30-June-2023 FATA MOTORS FINANCE SOLUTIONS LIMITED. 2 (Think Techno Camave Bulli A Poel Ela 8ANNEXURE P-4 36 NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III 10. C.A. 218/2023 IN C.A.(CAA)/56/MB/2023 IN C.A. (CAA)/254/MB/2022 CORAM: SHRI H. V. SUBBA RAO, MEMBER (J) MS. MADHU SINHA, MEMBER (T) ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL, COMPANY LAW TRIBUNAL ON 12.05.2023 NAME OF THE PARTIES: Tata Motors Finance Limited. SECTION 230(1) OF COMPANIES ACT, 2013 ‘ORDER Counsel for the Petitioner, Mr. Hemant Sethi is present for physical hearing. Ms. Rupa Suta, Representative of Reginal Director is present through virtual hearing CA. 218/2023 ‘The above Application is filed for urgent listing of Company Scheme Petition No. 56 of 2023. The above application is disposed of on account of taking up the matter on board, C.P. (CAA)/56/2023 Heard, Mr. Hemant Sethi, counsel appearing for the Applicant. The above application is allowed. Detailed order will follow. Ms, Rupa Sutar representative of Regional Director Western Region is present and submits that most of the objections raised by RD are routine in nature and RD has no objection for approving the scheme. sa/- sd/- MADHU SIN H. V. SUBBA RAO cies Gr BBA Member (ec nee E7 zens Member Push anaes Fee Paid Rs. Ss, Applicant called for collecting gppy on Ss Copy Issued 01: 075. Mn al GY Lisgeeriis, National Cempany Law Tribunal, Mumbai Bench37 IN THE NATIONAL COMPANY LAW TRIBUNAL, ‘MUMBAI BENCH, COURT ~ IIT C.P.(CAA)/56(MB)/2023 IN C.A.{CAA)/254(MB)/2022 In the matter of the Companies Act, 2013; AND Inthe Matter of Sections 232-232 read with Section 66 of the Companies Act, 2013 and rules made there under and other applicable provisions of the Companies Act, 2013; AND In the matter of Scheme of Arrangement between Tata Motors Finance Limited (‘TMFL" or Demerged Company") and Tata Motors Finance Solutions Limited (*TMFSL” or “Resulting Company") and their respective shareholders (“the Scheme” / “Scheme of Arrangement”). ‘TATA MOTORS FINANCE LIMITED CIN: U45200MH1989PLC050444 ......Petitioner Company 1 / Demerged Company TATA MOTORS FINANCE SOLUTIONS LIMITED CIN: U65910MH1992PLC187184 .....Petitioner Company 2 / Resulting Company38 IN THE NATIONAL COMPANY LAW TRIBUNAL, ‘COURT -II1, MUMBAI BENCH (C.P{CAAY/S6(MB)2023 IN C.A(CAAY254(M8)2022 (Hereinafter the Petitioner Company 1 and 2 are collectively referred to as “Petitioner Companies") Order Delivered on: 12.05.2023 CORAM: Hon'ble Shri H. V. Subba Rao, Member (Judicial) Hon'ble Madhu Sinha, Member (Technical) A nces (by video conferencing): For the Petitioners : Mr. Hemant Sethi, Ms. Devanshi Sethi, Ms. Tanaya Sethi i/b Hemant Sethi & Co., Advocates For the Regional Directo: : Ms, Rupa Sutar, Authorized representative of Regional Director, MCA (WR), Mumbai ORDER 1, The Court is convened by videoconference. 2. Heard the learned Counsel for the Petitioners and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to ‘oppose the Scheme and nor has any party controverted any averments made in the Petition. 3. The sanction of the Tribunal is sought under Sections 230 to 232 Page 20f175. IN THE NATIONAL COMPANY LAW TRIBUNAL, ‘COURT ~ 111, MUMBAI BENCH C.P.(CAAVS6(MBY2023 IN C.A.(CAAY254(MB)2022 read with Section 66 of the Companies Act, 2013 and rules made there under and other applicable provisions of the Companies Act, 2013, to the Scheme of Arrangement between Tata Motors Finance Limited (‘TMFL” / ‘or Demerged Company") and Tata Motors Finance Solutions Limited ("TMFSL" / * or “Resulting Company”) and their respective sharehclders (‘the Scheme” “Scheme of Arrangement”) ‘The Counsel for the Petitioner Companies further submits that, the Petitioner Company 1 is primarily engaged in the business of granting loans and facilities for, inter-alia, financing the purchase of new vehicles manufactured by Tata Motors Limited (*TML") and other entities within the TML group. TMFL is also engaged in providing commercial vehicles and passenger vehicles on lease. Petitioner Company 2 is engaged in the business of (a) granting loans and facilities for, inter-alia, financing the purchase of pre- owned vehicles including refinancing existing vehicle finance loans and (b) granting loans and advances to dealers and vendors of TML. ‘The Counsel for the Petitioner Companies submits that the proposed Scheme of Arrangement was approved unanimously by the Board of Directors of the respective Petitioner Companies on 3" October 2022. A certified true copy of Board Resolution of respective Petitioner Companies approving the Scheme are annexed with Company Scheme Petition. The Board of Directors of the respective Page 30f 17 39b IN THE NATIONAL COMPANY LAW TRIBUNAL, COURT ~ Ill, MUMBAI BENCH C.P(CAAVS6(MB)2023 IN C.A.(CAA)254(MBY2022 Petitioner Company believe that the Scheme is in the best interests of the respective entities and their respective stakeholders including its shareholders, employees, and creditors. ‘The Appointed Date for the Scheme of Arrangement is 1* day of April 2023 ‘The Learned Counsel appearing on behalf of the Petitioner Companies states that the joint Company Petition have been filed in consonance with the order dated 14% November 2022, passed by this Tribunal in the connected Company Scheme Application bearing C.A.(CAA)254(MB)/2022. ‘The Learned Counsel appearing on behalf of the Petitioner Companies states that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made there under. The said undertaking is accepted by the Petitioner Companies. ‘The Learned Counsel for the Petitioner Companies states that, by sanction of this Scheme of Arrangement, the Petitioner Companies will be able to achieve the following rationale: ‘TMF Holding Limited (*TMFHL", being a core investment company, Page 4 of 17 40IN THE NATIONAL COMPANY LAW TRIBUNAL, COURT I1l, MUMBAI BENCH [C.P(CAAYS6(MBy2023 IN C.A.(CAAY254(MB)2022 currently has 2 subsidiaries viz, TMFL and TMFSL, who are primarily engaged in the business of lending and are registered as a NBFC ND SI. While each of the entities cater to distinct segments and offer different products, it is proposed to consolidate the Non- banking finance related businesses at TMFSL level, for creation of a single larger unified entity and reduce the number of non-banking financial companies (NBFCs) within the TMF group to achieve optimal and efficient utilization’of capital; enhance operational and management efficiencies and have a simplified organizational structure. ‘Thus, the demerger of the Demerged Undertaking from TMFL to ‘TMESL pursuant to this Scheme would, inter alia, have the following benefits: i, Consolidation of businesses would help in achieving simplified organizational structure, improve operational and management efficiencies, streamline business operations and decision-making processes and enable greater economies of scale. ii, Lead to creation of a single unified entity engaged in Non- banking finance related business with a wider and stronger capital and asset base, having greater capacity for conducting its operations more efficiently and competitively. iii, Reduce the number of NBFCs within the group, as well as achieving a reduction in administrative costs, overheads, multiplicity of legal and regulatory compliances and provide a common governance structure. iv. The companies have significant complementarities and synergies and the consolidation of the Non-banking finance related businesses carried on by them is strategic Page § 0f 17 41IN THE NATIONAL COMPANY LAW TRIBUNAL, COURT -IIl, MUMBAI BENCH C.P(CAAYS(MBY2023 IN C.A.(CAAY254(MB)2022 and will generate significant business synergies thereby enhancing stakeholders’ value. v. The companies have a proven track record in the respective businesses of credit and consolidating those will lead to pooling of knowledge and expertise and align with the business plans which will enable to meet the long-term objectives of the group. Affairs, Mumbai has filed its Report 10. The Regional Director (Western Region), Ministry of Corporate dated 23" March 2023, inter alia stating that, save and except the observations as stated in paragraph 2 of the report, this Tribunal may pass such order or orders as deemed fit and proper in the facts and merits of the case. ‘The Petitioner Companies have filed an Affidavit in rejoinder dated 20% April 2023 with this Tribunal to the report filed by the Regional Director providing clarification/undertakings to the observations made by the Regional Director. The clarifications and undertakings given by the Petitioner Compantes are accepted. 11.The observations made by the clarifications/undertakings given by summarized in the table below: Par |RD a —_|dated (2) | 23.03.2023 Report/Observations Regional Director and the the Petitioner Companies are Response of the Petitioner Companies. a) | That on examination of the |r of the Registrar of This is a factual finding by the ROC, Mumbai Page 6 of 17 42IN THE NATIONAL COMPANY LAW TRIBUNAL, COURT=III, MUMBAI BENCH C.PCAAY/S6(MBY2023 IN C.A-(CAAV2S4(MB)2022 companies, Mumbai dated 17.02.2023 for the Petitioner Companies (Annexed as Annexure A-1) that Petitioner Companies falls withir. the jurisdiction of ROC, Mumbai. It is submitted that no complaint and/or representation regarding the proposed scheme of ‘Amalgamation has ‘been received against the Petitioner Companies. Further the Petitioner Companies has __filed Financial Statements up to 31.03.2022. i.| That the ROC Mumbai in his |report dated 17/02/2023 has also stated that No Inquiry, Inspection, Investigation, Prosecution under CA, 2013 have been pending against the Petitioner Companies, ‘This is a factual finding i Further, ROC has mentioned as follows: Page 7 of 17 43IN THE NATIONAL COMPANY LAW TRIBUNAL, couRT-1 MUMBAI BENCH C.P(CAAY/S6(MBy2023 IN C.A(CAA)254(MB)2022 Complaint is pending against the Demerged Company. The Demerged Company ‘undertakes that, even after the demerger, the Demerged Company will still be in existence and will clear/close all the complaints that are pending against it in the due course of time. As per MCA Portal, the Applicant Companies are having with status! as “OPEN” The Petitioner Companies undertake that, pursuant to sanction of the Scheme of ‘Arrangement, both the Demerged Company and the Resulting Company will still be in existence and will clear all their pending open charges of the Petitioner Companies. [As per the provisions of Section 230(3)i) 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 he setoff against any fees payable by the Transferee Company on its authorized —_ capital subsequent to _—the amalgamation. Therefore, remaining fees, if any after setting-off the fees already ‘The Present Scheme is Scheme of Arrangement between Tata Motors Finance —_Limited (‘Demerged Company’) and ‘Tata Motors Finance Solutions Limited (‘Resulting Company") and their_—_respective shareholders, wherein the Demerged Company to demerge its NBFC related business (i.c.,) Demerged Undertaking to the Resulting Company. Further, there is no transfer or increase in the Authorised Share Capital of the Resulting Company Page € of 17 4445 IN THE NATIONAL COMPANY LAW TRIBUNAL, ‘COURT —111, MUMBAI BENCH C.P(CAA)/S6(MB)2023 IN C.A(CAAY254(MBY2022 | paid by the Transferor | pursuant to the Sanction of this Company on its authorized | Scheme. Accordingly, capital, must be paid by the | provisions of Section 230(3){i) of transferee company or. the | the Companies Act 2013 is not increased authorised capital | applicable. | subsequent to amalgamation. | interest of creditors should |The Petitioner Companies be protected. states that, the present | Scheme is an arrangement between the Petitioner | Companies and their respective shareholders as contemplated under section 230(1)(b) of the Companies Act 2013. The liability to the creditors of the Petitioner Companies is neither being reduced nor_—_being extinguished and as such there is no impact of the Scheme on the creditors and further the Petitioner Companies undertake to protect the interest of the creditors. Further, the —_Petitioner Companies states that as directed by the Hon'ble Tribunal, the _respective Petitioner Companies have convened the meeting of the secured and unsecured creditors. on 24% January 2023, wherein the creditors have voted for the sanction of the Scheme of Arrangement and the Scheme was approved by all the creditors present and voting. The report of the Chairman of the said meetings Page 9 0f17IN THE NATIONAL COMPANY LAW TRIBUNAL, couRT=1 ‘MUMBAI BENCH (C.P(CAAYS6(MB)2023 IN C.A.(CAAY254MB)2022 and scrutinizer’s report is filed with this Hon’ble Tribunal, b) | Transferee Company should | As far as observations made in ie paragraph 2(b) of the Report of indertake to comply with | r-ional Director is concerned, the provisions of section \the Petitioner Companies ‘) states that the Present Scheme 282(3) of Companies Act, |i,” Scheme of Arrangement 2013 through appropriate | between Tata Motors Finance afmaton in respectofees | ted Deneraed Company) payable by Transferee | Solutions Limited (‘Resulting Company”) and their ve Company for increase of | Shareholders, wherein’ the share capital on account of |Demerged | Company to a demerge its NBFC related myer of transfer Of | business (ie.,) Demerged companies, Undertaking to'the Resulting Company. Further, there is no transfer or increase in the Authorised Share Capital of the Resulting Company pursuant to the Sanction of this Scheme. Accordingly, provisions of Section — 230(3)() of the Companies Act 2013 is not applicable. ce) In compliance of Accounting | As far as observations made in 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 with the applicable Accounting | standards including AS-5 or IND AS-8 ete. paragraph 2(c) of the Report of Regional Director is concerned, the ‘Companies undertakes that, it shall pass Petitioner necessary accounting entries in connection with the Scheme as per AS -14 (IND AS-103) as well as comply with other applicable Accounting Standards to the extent applicable. Page 10 of 17INTHE NATIONAL COMPANY LAW TRIBUNAL, couRT MUMBAI BENCH (C.PACAAYS6(MB)2023 IN C.A(CAA)254(MB)/2022 co) The hon’ble Tribunal may kindly direct the Petitioner Companies to file an affidavit to the extent that the Scheme enclosed tg the Company Application and Company Petition are one and same and there is no discrepancy, or no change is made. ‘As far as observations made in paragraph 2(d) of the Report of Regional Director is concerned, the Petitioner Companies states that, the Scheme enclosed to the Company Application and the Company Petition are one and the same and there is no discrepancy, or no change is made to the Scheme of Arrangement. e) The Petitioner Companies under provisions of Section 230{5) of the Companies Act, 2013 have to serve notices to the concemed 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 As far as observations made in paragraph 2(e) of the Report of Regional Director is concerned, the Petitioner Companies clarifies that they have already served notices under the provisions of section 230(5) of the Companies Act, 2013 on the concermed authorities. in accordance with the directions of the Hon'ble Tribunal. Further, [Affidavit of Service for the same have also been filed with the Hon'ble Tribunal. Page 11 of 17 47IN THE NATIONAL COMPANY LAW TRIBUNAL, ‘COURT — 111, MUMBAI BENCH CPACAAYS 6(MIBY2023 IN C.A(CAA)254(MB)2022 binding on the petitioner | | companies concerned. As per Definition of the Scheme, “Appointed Date” mean opening hours of Is April 2023 or such other date as may be shall business agreed between the parties; “Effective Date” means the last of the dates on which all the conditions and mattres referred to in Clause 22 occur or have been fulfilled or waived in accordance with this Scheme/ Applicable Law. Reference in this Scheme to ‘date of coming into effect of the Scheme’ or effectiveness of the Scheme’ mean the Effective Date; “Record Date” means a mutually agreed date to be fixed by the respective boards of Demerged Company and the Resulting determining the shareholders of the Demerged Company to whom ——_equity/preference shares of the Resulting Company would be allotted [pursuant to the demerger in Company for the purpose of [As far as observations made in paragraph 2(f) of the Report of Regional Director is concerned, the Petitioner clarifies that the Scheme of Arrangement (Scheme) shall be Companies effective from the Appointed Date which is a specific date i.e., 1® April 2023. Accordingly, the Scheme is in conformity with the circular no. F. No.7/12/2019/CL-1__ dated 21.08.2019 issued by the Ministry of Corporate Affairs. Page 12 0f 17 48IN THE NATIONAL COMPANY LAW TRIBUNAL, COURT= I ‘MUMBAI BENCH C.P(CAAYS6(MB)2023 IN C.A(CAAY254(MB)2022 accordance with clause 14 of, this scheme; Further, it is submitted that the appointed date is 1*: April 2023 which is upcoming date, It is a submitted that the Petitioners may be asked to comply with the requirements as clarified vide circular no. FF. No. 7/12/2019/CL-1 dated 21.08.2019 issued by the Ministry of Corporate Affairs. 8) Petitioner Companies shall undertake to comply with the directions of Income tax department, if any. ‘As far as observations made in paragraph 2(g) of the Report of Regional Director is concerned, the Petitioner Companies undertake that, the Petitioner ‘Companies shall comply with the directions of Income Tax department, if any. 4) Petitioner Companies . shall undertake to comply with the directions of the concemed sectoral Regulatory, if any. [As far as observations made in paragraph 2h) of the Report of Regional Director is concerned, the Petitioner Companies undertake that, the Petitioner Companies shall comply with the directions of concerned sectoral Regulatory, if any. Page 13 0f17 49