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In Re:- PSB Realtors Private Limited with Land Rush Estate India Private Limited And Goodland India Infracon Private Limited

2015 (5) TMI 324 - DELHI HIGH COURT

Application for the Scheme of Arrangement under Sections 391 to 394 read with Section 100 of the Companies Act, 1956 - Observations of Regional directors duly addressed - Held that:- Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 30th August, 2014 wherein he has stated that he has not received any complaint against the proposed Scheme of Arrangement from .....

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t, 1961, which stipulates several conditions to comply. He, therefore, prays that petitioner/demerged company may be directed to submit an undertaking to comply with those conditions. In para 6 of his report, he submitted that a perusal of the shareholding pattern of the transferor company shows that its 69.50% shares are held by the Non Resident Indian. He, therefore, prays that the transferor company may be directed to give an undertaking for all compliances from Reserve Bank of India as requi .....

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amation, RBIís permission is not required. However, the petitioners have undertaken to comply with the requirements of Section 2(19AA) of the Income Tax Act, 1961 and also to comply with the provisions of FEMA in allotting shares to the Non Resident Indian, if required. In view of the undertakings given by the petitioners, the observations raised by the Regional Director do not subsist.

No objection has been received to the Scheme of Arrangement from any other party. Considering the a .....

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of Arrangement under Sections 391 and 394 of the Companies Act, 1956. - Application for schemer of arrangement approved. - COMPANY PETITION NO. 364/2014 - Dated:- 26-3-2015 - Sudershan Kumar Misra, J. For the Appellant : Mr. Ashish Middha For the Regional Director : Rio Ms. Aparna Mudiam Sudershan Kumar Misra, J. 1. This joint petition has been filed under Sections 391 to 394 read with Section 100 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Arrangeme .....

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the Companies Act, 1956 on 28th November, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 28th February, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The resulting company was incorporated under the Companies Act, 1956 on 24th March, 2014 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 6. The present authorized share capital of .....

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0/- divided into 5,98,068 equity shares of ₹ 10/- each fully paid-up. 8. The present authorized share capital of the resulting company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each fully paid-up. 9. Copies of the Memorandum and Articles of Association of the transferor, transferee and resulting companies have been filed .....

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aced on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted that the scheme, inter alia, provides for: (a) amalgamation of the transferor company with the transferee; (b) demerger of Plot measuring 4691 sq. yards in Khasra No. 1889 in Village Kantha, Distt. Baghpat, Delhi Saharanpur High at Village Kantha, Khekra Distt. Baghpat, U.P. i.e. the demerged undertaking of the transferee company into the resul .....

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ore productive utilization of various resources and will enable the undertakings concerned to effect internal economies and optimize productivity. It is further claimed that the Scheme will contribute in furthering and fulfilling the objects of the companies concerned and enabling the optimum growth and development of their combined business and separate entity. 11. The petitioners have also moved an application being CA 2127/2014 seeking amendment of the Scheme limited to Clause 3.3.1 of the Sc .....

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red creditors of the applicant company. Under the circumstances, the application was allowed and the amended Scheme was taken on record. 12. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: 01 equity share of ₹ 10/- each of the transferee company, credited as fully paid up, for every 17.41 equity s .....

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roposed to be transferred at book value. The shares shall be allotted on pro-rata basis to the shareholders of the transferee company. 13. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner companies. 14. The Board of Directors of the transferor company, the transferee company and the resulting company in their separate meetings held on 28th April, 2014 have unanimously approved the proposed Scheme .....

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ment. Vide order dated 19th May, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the petitioner companies, there being no secured creditor of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. 16. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme o .....

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ong with the said affidavit. 17. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed a report dated 30th August, 2014 wherein he has stated that he has not received any complaint against the proposed Scheme of Arrangement from any person/party interested in the Scheme in any manner and that the affairs of the transferor company do not appear to have been conducted in a manne .....

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demerged undertaking shall become the employees of the resulting company and all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services. 19. The Regional Director in Para 5 of his report has, however, submitted that para 3.2 of Part-3 of the Scheme provides that demerger shall be in accordance with Section 2(19AA) of the Income Tax Act, 1961, which stipulates several conditions to comply. He, therefore, pr .....

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n reply to the first observation, the petitioner companies in their reply have submitted that the compliance of Section 2(19AA) of the Income Tax Act, 1961 is necessary to enable the petitioners to avail the benefit of Income Tax Act. So far as the second observation of the Regional Director is concerned, the petitioners have submitted that as per RBI s circular for allotting shares to the NRI shareholders, in case of amalgamation, RBI s permission is not required. However, the petitioners have .....

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