9911796707
TMI Blog2020 (10) TMI 697X X X X Extracts X X X X X X X X Extracts X X X X ..... 9;Petitioner No. 2/Transferor Company No. 1') is a Private Limited Company originally incorporated on 06.04.1993 with the Registrar of Companies, Andhra Pradesh under the Companies Act, 1956 under the name and style of 'Geemer (Vasavi) Finance Limited.' Subsequently, it was renamed as 'Natwest Finance Limited' and 'Natwest Capital Services Limited' on 15.09.1994 and 01.01.1996 respectively. Subsequently, it was renamed as 'Idea Space Solutions Limited' on 07.08.2000. Further, it was again renamed as 'Ideaspace Solution Limited' on 30.01.2002. The registered office of the Company was shifted from the State of Andhra Pradesh to Karnataka on 17.06.2002 bearing CIN: U72200KA1993PTC030645 and having its registered office at Skip House, 25/1, Museum Road, Bengaluru-560025. Subsequently, the Company was converted into a Private Limited Company and renamed as 'Ideaspace Solutions Private Limited' on 10.04.2015. Its Authorised Share Capital as on 31.03.2018 is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/-each and the Issued, Subscribed and Paid-up Capital is Rs. 5,80,03,980/- divided into 58,00,398 Equity Shares of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... SATURDAY JUNE 30, 2018 NECTAR CONFERENCE ROOM, NEW UDDAN BHAVAN, OPP. TERMINAL 3, NEW DELHI-110037 Approval of Scheme of Amalgamation and Arrangement under Section 230 to 232 of the Companies Act 2013 RESOLVED THAT pursuant to the provisions of Sections 230 and 232 and other applicable provisions, if any of the Companies Act, 2013 to the extent applicable and the enabling provisions in Ideaspace Solutions Private Limited's ('Company') Memorandum and Articles of Association and subject to the sanction of the Jurisdictional National Company Law Tribunal ('NCLT') and other regulatory authorities, if any and all such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions which may be agreed to by the company, consent of the Board of Directors of the Company be and is hereby accorded for the Composite Scheme of Amalgamation and Arrangement of Ideaspace Solutions Private limited (Transferor Company 1/Wholly owned subsidiary'), Pashupati Artex Agencies Private limited ('Transferor Company 2/Wholly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ticles of Association and subject to the sanction of the Jurisdictional National Company Law Tribunal ('NCLT') and other regulatory authorities, if any, and all such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions which may be agreed to by the company, consent of the Board of Directors of the Company be and is hereby accorded for the Composite Scheme of Amalgamation and Arrangement of Idespace Solutions Private Limited (Transferor Company 1/ Wholly owned subsidiary'), Pashupati Artex Agencies Private Limited (Transferor Company 2/ Wholly owned subsidiary') and Leora Real Estates Private Limited (Transferor Company 3/Wholly owned subsidiary') with GMR Infratech Private Limited (Transferee Company/Applicant Company/ Holding Company') and their respective shareholders and creditors (hereinafter referred to as 'the Scheme', a draft of which was submitted to this meeting and was initialled by the Chairman of the meeting for the purposes of identification. And the same has been brought be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Companies and the Paid-up Share Capital of the Transferor Companies shall stand cancelled. (10) It is stated that the proposed amalgamation is sought to be made under the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the same if sanctioned by this Tribunal will take effect from the Appointed Date i.e. 01.04.2018. (11) It is stated vide Memo dated 26.12.2018 that the Transferor and Transferee Companies have no disputes or litigations pending by or against the Company. If any suit/appeal or any other proceeding of whatever nature by or against the Company Nos.1 to 3 the legal proceedings as the case may be, in the same manner and same extent been continued, prosecuted and enforced against the Transferee Company. 3. It is stated that the Petitioner Companies had filed C.A. (CAA) No. 53/BB/ 2018 before this Tribunal seeking for dispensation of meeting of the Equity Shareholders, Secured Creditors and Unsecured/Trade Creditors of the Applicant Companies, or alternatively to convene the aforesaid meetings. The Tribunal vide its Order dated 20.09.2018 has dispensed with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bmitted. As per Clause 15 of Part E of the Scheme regarding Clubbing of Authorized Capital it is mentioned that the Transferee Company shall not be required to pay any fee/stamp duty for its increased authorised share capital. In this regard, the Transferee Company shall comply with Section 232(3)(i) of Companies Act, 2013 and pay the difference fee, after setting of the fee already paid by the Transferor Companies on their respective capital. Transferee Company shall give an undertaking to that effect. Further, as per the records, M/s. GMR Enterprises Private Limited was the holding company of the three Transferor Companies. However, the shares held by M/s. GMR Enterprises Private Limited in the three Transferor Companies were transferred to the Transferee Company from 04.04.2018. Hence, the three Transferor Companies are the wholly owned subsidiaries of M/s. GMR Infratech Private Limited, the Transferee Company. It is observed that there are no prosecutions, complaints, technical scrutiny/inspections pending in this office against the Petitioner Companies. The Petition may be decided on merits. 7. Further, the Regional Director (SER) has filed an Affidavit dated 11.06.2019 by in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of scrutiny of books and papers of Transferor Company. In our opinion, proper books of accounts, papers, statutory registers, minutes and other related records as required by law have been kept by the Transferor Company as far as appears from our examination. On scrutiny of books of accounts, papers, statutory registers, minutes and other related records of the Company we are of the opinion that the affairs of the Company have not been conducted in a manner prejudicial to the interest of the members of the Company or public interest." 11. Learned Counsel for the Transferor Company No. 1 has filed a Memo dated 07.01.2020 by inter alia stating that the ROC, Karnataka has raised an objection for not appointing Company Secretary, and thus requests the Tribunal to compound the offence u/s 383A of the Companies Act, 1956 and Section 203 of the Companies Act, 2013 r/w Section 441 of the Companies Act, 2013. It is stated that during the year FYs 2013-14 and 2014-15, the Company was required to appoint a whole-time Company Secretary as prescribed under Rule 8A (App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies Act, 2013 and various Rules made thereunder and the Law on the issue. 15. In conclusion, it has been stated by the Regional Director that, on a consideration of the materials on record, the Scheme appears to be fair, reasonable and is not detrimental against the Members or Creditors or contrary to public policy and the same can be approved. 16. We have considered the facts of the case as mentioned in the Petition, the reports of the Regional Director, MCA, and ROC, Karnataka in which the para wise replies of the Petitioner Companies to his observations have been duly examined, and the relevant provisions contained in the Companies Act, 2013 and other related Acts and Rules. In his report the Regional Director, MCA has concluded that the Scheme appears to be fair, reasonable and not detrimental against the Members or Creditors or contrary to public policy and the same can be approved. 17. Vide Memo dated 07.01.2010, the Transferor Company has sought compounding of the offence committed and violation of the provisions contained in section 383A of the Companies Act, 1956 and section 203 of the Companies Act, 2013, read with section 441 of the Companies Act, 2013, as pointed ou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n be sanctioned, as prayed, and in view whereof, this Tribunal passes the following Order: (1) The Composite Scheme of Amalgamation and Arrangement, as contained in the present Petition, is sanctioned. (2) Sanctioning the Scheme should not be construed as an order in any way granting exemption from payment of Stamp Duty, taxes or other charges, if any, and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specially required under any law, and the same shall be dealt with by the respective Authority in accordance with the extant Laws and Rules governing such Duty, taxes or other charges, as applicable; and (3) The Transferor Companies be transferred without further act or deed to the Transferee Company and accordingly, the same shall, pursuant to section 232 of the Companies Act, 2013, be transferred to and vest in the Transferee Company for all the state and interest of the Transferors therein, but subject nevertheless, to all the charges now affecting the same; and (4) All the liabilities including taxes and charges, if any, and duties of the Transferor Companies be transferred without further act or deed to t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
