TMI Blog2021 (8) TMI 755X X X X Extracts X X X X X X X X Extracts X X X X ..... arma and Yogesh Putney, Advocates ORDER Ajay Kumar Vatsavayi, Member (J) 1. This is a joint First Motion application filed by Applicant Companies herein; namely Orthia Properties Private Limited (Transferor Company 1/Applicant Company 1), Orthia Constructions Private Limited (Transferor Company 2/Applicant Company 2), Zelkova Builders Private Limited (Transferor Company 3/Applicant Company 3), Mugwort Real Estate Private Limited (Transferor Company 4/Applicant Company 4), Inuus Properties Private Limited (Transferor Company 5/Applicant Company 5), Kapshi Infrastructure Private Limited (Transferor Company 6/Applicant Company 6), Gloxinia Infrastructure Private Limited (Transferor Company 7/Applicant Company 7), Myrina Builders Private Limited (Transferor Company 8/Applicant Company 8), Myrina Real Estate Private Limited (Transferor Company 9/Applicant Company 9), Iphito Properties Private Limited (Transferor Company 10/Applicant Company 10) and Karkinos Constructions Private Limited (Transferor Company 11/Applicant Company 11) (jointly, described in short as the Transferor Companies ) and Inuus Developers Private Limited (for brevity to be called as Transferee Company/A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... real or personal estate/properties. 7. The Transferor Company 2 was incorporated under the provisions of the Companies Act, 1956 on 22.12.2009 as a Private Limited Company with the Registrar of Companies, Delhi Haryana under the name and style of Orthia Constructions Private Limited . The registered office of the Transferor Company 2 was shifted from the State of Delhi to Haryana and a Certificate of Registration dated 19.01.2019 was issued. The Certificates of Incorporation and Registration are placed at Annexure-10 11 respectively. 8. It is stated that the authorized share capital of the Transferor company 2 as on 28.02.2019 is ₹ 1,00,000/- comprising of 10,000 equity shares of ₹ 10/- each and the issued, subscribed and paid-up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 9. As per the Memorandum and Articles of Association (Annexure-20), the main objects of the Transferor Company 3 is to carry on the business of carry on the business of development of Infrastructure and to undertake infrastructure projects and to purchase, sell, develop, construct, hire or otherwise acquire and deal in all real or personal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of the Companies Act, 1956 on 23.12.2009 as a Private Limited Company with the Registrar of Companies, Delhi Haryana under the name and style of Inuus Properties Private Limited . The registered office of the Transferor Company 5 was shifted from the State of Delhi to Haryana and a fresh Certificate of Registration dated 09.01.2019 was issued. The Certificates of Incorporation and Registration are placed at Annexure-38 of the application. 17. It is stated that the authorized share capital of the Transferor company 5 as on 28.02.2019 is ₹ 1,00,000/- comprising of 10,000 equity shares of ₹ 10/- each and the issued, subscribed and paid-up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 18. As per the Memorandum and Articles of Association (Annexure-47), the main objects of the Transferor Company 6 is to carry on the business of development of Infrastructure and to undertake infrastructure projects and to purchase, sell, develop, construct, hire or otherwise acquire and deal in all real or personal estate/properties and/or to construct, acquire, hold/sell properties, buildings, tenements and such other movable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss of development of Infrastructure and to undertake infrastructure projects and to purchase, sell, develop, construct, hire or otherwise acquire and deal in all real or personal estate/properties. 25. The Transferor Company 8 was incorporated under the provisions of the Companies Act, 1956 on 27.01.2014 as a Private Limited Company with the Registrar of Companies, Delhi Haryana under the name and style of Myrina Builders Private Limited . The registered office of the Transferor Company 8 was shifted from the State of Delhi to Haryana via and a Certificate of Registration dated 02.02.2019 was issued. The Certificates of Incorporation and Registration are placed at Annexure-64 65 respectively. 26. It is stated that the share capital of the Transferor Company 8 as on 28.02.2019 is ₹ 45,100,000/- comprising of 4,510,000 equity shares of ₹ 10/- each and the issued, subscribed and paid-up share capital is ₹ 45,100,000/- divided into 4,510,000 equity shares of ₹ 10/- each. 27. As per the Memorandum and Articles of Association (Annexure-74), the main objects of the Transferor Company 9 is to carry on the business of development of Infrastructure and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rchase, sell, develop, construct, hire or otherwise acquire and deal in all real or personal estate/properties. 34. The Transferor Company 11 was incorporated under the provisions of the Companies Act, 1956 on 30.01.2014 as a Private Limited Company with the Registrar of Companies, Delhi Haryana under the name and style of Karkinos Constructions Private Limited . The registered office of the Transferor Company 11 was shifted from the State of Delhi to Haryana and a Certificate of Registration dated 12.03.2019 was issued. The Certificate of Incorporation and Certificate of Registration are placed at Annexures-92 91 respectively. 35. It is stated that the authorized share capital of the Transferor company 11 as on 28.02.2019 is ₹ 1,00,000/- comprising of 10,000 equity shares of ₹ 10/- each and the issued, subscribed and paid-up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 36. As per the Memorandum and Articles of Association (Annexure-101), the main objects of the Transferee Company is to carry on in India or elsewhere business of development of Infrastructure and to undertake infrastructure projects and to purc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme contemplated between the applicant companies. 46. The circumstances which justify and necessitate the proposed Scheme of the Applicant-Companies are as follows: a) The amalgamation will result in better, efficient and economical management, achieve cost savings, pooling of resources, reduction of corporate tiers, and rationalization of administrative expenses/services. The amalgamation will enable the Companies to pool their financial, commercial and other resources and considerable synergy of operations would be achieved. b. The amalgamation will result in reducing the corporate tiers in the holding structure, enabling the Transferee Company achieve optimal capital structure, eliminate inefficient share capital instruments and achieve efficiency in terms of operations and profitability of the merged entity under the new standards and regime. c. With the enhanced capabilities and resources at its disposal, the Transferee Company will have greater flexibility and strength and will be able to compete more effectively as a combined entity. d. The Transferee Company as a consolidated entity after amalgamation will have better financial and business pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g a wholly owned subsidiary of Transferor Company 11, investment of Transferor Company 11 in Transferor Company 6 shall be cancelled and no equity shares would be issued by the Transferee Company. g. Transferor Company 7 being a wholly owned subsidiary of Transferor Company 4, investment of Transferor Company 4 in Transferor Company 7 shall be cancelled and no equity shares would be issued by the Transferee Company. h. Transferor Company 8 being a wholly owned subsidiary of Transferor Company 7, investment of Transferor Company 7 in Transferor Company 8 shall be cancelled and no equity shares would be issued by the Transferee Company. i. Transferor Company 9 being a wholly owned subsidiary of Transferor Company 7, investment of Transferor Company 7 in Transferor Company 9 shall be cancelled and no equity shares would be issued by the Transferee Company. j. Transferor Company 10 being a wholly owned subsidiary of Transferor Company 7, investment of Transferor Company 7 in Transferor Company 10 shall be cancelled and no equity shares would be issued by the Transferee Company. k. Transferor Company 11 being a wholly owned subsidiary of Transferor Company 7, in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... made. On and from the Scheme coming into effect, the Transferee Company shall and may, if required, initiate any legal proceedings for and on behalf of the Transferor Companies. 52. It is submitted that the certificate of the statutory auditor of the Applicant Companies states that the accounting treatment under the Scheme is in conformity with the provisions prescribed under Section 133 of the Companies Act, 2013 and the same is at Annexure-111. 53. In view of the aforesaid discussion, the meetings of the equity shareholders, unsecured creditors of all the Applicant Companies are dispensed with as their consent by way of affidavits have been received. The Applicant Companies do not have any secured creditors and hence, there is nothing to call and convene their meeting. However, Rule 8 of the Rules requires the notice of the meetings to be sent to the statutory authorities in Form CAA 3. Since the calling and convening of the meetings are being dispensed with, the applicants shall have to make a specific prayer while moving the second motion petition to issue the notice to the statutory authorities. 54. In view of the above, the First Motion Application stands allowed giv ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
