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TMI Blog2021 (8) TMI 755X X X X Extracts X X X X X X X X Extracts X X X X ..... 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/Applicant Company 12), jointly, described in short as 'Applicant Companies' under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (for brevity, the 'Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the 'Rules') for sanctioning the proposed Scheme of Amalgamation (for short, the 'Scheme'), annexed as Annexure-91 of the Application of the applicant companies. 2. It is stated that the Board of Directors of the applicant-companies in their respective meetings held on 19.04.2019, approved the Scheme by passing Board resolutions dated 19.04.2019 subject to sanctioning of the same by the Tribunal. The application is duly supported by affidavits filed in respect of Applicant Companies by their ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ach. 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 estate/Builders. 10. The Transferor Company 3 was incorporated under the provisions of the Companies Act, 1956 on 27.07.2012 as a Private Limited Company with the Registrar of Companies, Delhi & Haryana under the name and style of "Zelkova Builders Private Limited". The registered office of the Transferor Company 3 was shifted from the State of Delhi to Haryana and a Certificate of Registration dated 02.02.2019 was issued. The Certificates of Incorporation and Registration are placed at Annexure-19 & 20. 11. It is stated that the authorized share capital of the Transferor company 3 as on 28.02.2019 is Rs. 10,000,000/- comprising of 1000,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 12. As per the Memorandum and Articles of Asso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lopment 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 and immovable properties and to rent, let on hire and manage them and to act as real estate agent and immovable property dealers and/or to carry on the business of Builders, General and Government contractor and Engineers (mechanical, electrical, canal, civil, irrigation) and in all its branches. 19. The Transferor Company 6 was incorporated under the provisions of the Companies Act, 1956 on 08.08.2014 as a Private Limited Company with the Registrar of Companies, Delhi & Haryana under the name and style of "Kapshi Infrastructure Private Limited". The registered office of the Transferor Company 6 was shifted from the State of Delhi to Haryana and a fresh Certificate of Registration dated 23.02.2019. The Certificate of Incorporation and Registration are placed at Annexure-46 & 47 respectively. 20. It is stated that the authorized share capital of the Transferor company 6 as on 28.02.2019 is Rs. 1,00,000/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 equity shares of Rs. 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 to undertake infrastructure projects and to purchase, sell, develop, construct, hire or otherwise acquire and deal in all real or personal estate/properties. 28. The Transferor Company 9 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 "Myrina Real Estate Private Limited". The registered office of the Transferor Company 9 was shifted from the State of Delhi to Haryana and a Certificate of Registration dated 02.02.2019 was issued. The Certificate of Incorporation and Registration are placed at Annexure-73 & 74 respectively. 29. It is stated that the authorized share capital of the Transferor company 9 as on 28.02.2019 is Rs. 45,100,000/- comprising of 4,510,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital is Rs. 45,100,000/- divided into 4,510,000 equity shares of Rs. 10/- each. 30. As per the Mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company is to carry on in India or elsewhere 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. 37. The Transferee Company 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 "Inuus Developers Private Limited". The registered office of the Transferee Company was shifted from the State of Delhi to Haryana and a Certificate of Registration dated 02.02.2019 was issued. The Certificate of Incorporation and Registration are placed at Annexure-100 (colly). 38. It is stated that the authorized share capital of the Transferee company as on 28.02.2019 is Rs. 100,000/- comprising of 10,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital is Rs. 100,000/- divided into 10,000 equity shares of Rs. 10/- each. 39. The registered offices of all the Applicant Companies is situated in the State of Haryana, therefore, the matter falls within the territorial jurisdiction o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company as a consolidated entity after amalgamation will have better financial and business prospects. The Scheme would be beneficial to and in the best interest of the Shareholders & Creditors, if any, of the Transferor Companies and the Transferee Company. The Scheme shall not in any manner be prejudicial to the interests of concerned members/creditors or general public at large. e. It would be advantageous to combine the activities of the Transferor Companies and the Transferee Company into a single Company and consolidate their business and assets. The amalgamation would provide beneficial synergy of operations from administrative point of view, and conserve administrative resources and cost overheads, and duplication of management efforts." 47. The Authorized Representative further submitted pursuant to amalgamation of the Transferor Companies with the Transferee Company, the Transferee Company shall without any further act or deed, issue consideration to the shareholders of the Transferor Companies, whose name appears in their respective register of members as on the Record Date or to their respective heirs, executors, administrators or other legal representatives ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny 11 being a wholly owned subsidiary of Transferor Company 7, investment of Transferor Company 7 in Transferor Company 11 shall be cancelled and no equity shares would be issued by the Transferee Company. 48. The Authorized Representative for the Applicant Companies further represented that in respect of the Transferor-Companies and Transferee-Company, the audited financial statements as on 31.03.2020 and provisional financial statements as on 30.09.2020 are filed vide Diary No. 01333/01 dated 30.03.2021 along with affidavits of Applicant Companies stating therein that there are no sectoral regulators in the present scheme of amalgamation which are likely to be affected by the scheme. The affidavits by all the applicant companies with respect to various regulatory authorities are annexed as Annexure A-112. 49. It is stated that no proceedings, inquiry or investigation is pending in respect of the Applicant Companies. 50. The Scheme also deals with and takes care of the interest of staff, workmen and employees of the Transferor Companies by virtue of Clause 11 which is as under:- "TRANSFEROR COMPANIES' STAFF, WORKMEN & EMPLOYEES 11. Upon the coming into effect of this Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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