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TMI Blog2021 (9) TMI 752X X X X Extracts X X X X X X X X Extracts X X X X ..... ENVIEW TEA- Demerged Company as all shareholders have given their written consent by way of affidavit adopting the Scheme of Arrangement without any modification(s). c. That appropriate orders and directions be passed by the Hon'ble Bench declaring that there is no requirement for holding of separate meetings of Secured creditors of the VRINDAVAN PROJECTS (Transferee Company Cum Resulting Company) as there are NIL Secured Creditors. d. That appropriate orders and/ directions be passed by the Hon'ble bench for dispensing with the meetings of Unsecured Creditors of VRINDAVAN PROJECTS (Transferee Company Cum Resulting Company) as 2 (Two) Unsecured Creditors have been paid off and 2 (Two) Unsecured Creditors representing 100% of remaining unsecured creditors of the VRINDAVAN PROJECTS(Transferee Company Cum Resulting Company) have given their written consent by way of affidavit adopting the Scheme of Arrangement without any modification(s). e. That appropriate orders and/ directions be passed by the Hon'ble bench declaring that there is no requirement for holding of separate meeting of Secured creditors of the INFRACARE SYSTEMS PRIVATE LIMITED/Transferor Company No. 1, KHORDIA BUI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Income Tax Authorities, having jurisdiction over the affairs of the Company. h. The Competition Commission of India. 2. The benefits/reasons that have necessitated and/or justified the said Scheme of Amalgamation are, inter alia as follows: "FOR THE PURPOSE OF AMALGAMATION a) As part of an overall scheme of arrangement, the managements of the TRANSFEROR COMPANIES and TRANSFEREE COMPANY have concurred on a plan whereby all the TRANSFEROR COMPANIES will be amalgamated with the TRANSFEREE COMPANY. The TRANSFEROR COMPANIES are involved in the business of construction on contractual basis inter-alia it has made deployment of surplus funds in other investible instruments. The TRANSFEREE Company is incorporated with object of real estate activities and is currently engaged in leasing of equipment's used in construction and infrastructure business. While pursuing the same, it has also made deployment of surplus funds in other investible instruments. Thus, the Business carried on by the TRANSFEREE COMPANY and TRANSFEREE COMPANIES can be combined and carried forward. b) The arrangement will enable the TRANSFEREE COMPANY to consolidate its line of business by restructuring and re- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Demerged Undertaking into the Resulting Company, the financial resources will be conveniently merged and pooled with the resources of the Resulting Company, leading to utilization of resources towards expansion and growth of the business of the Resulting Company. d) Post this restructuring both DEMERGED COMPANY and RESULTING COMPANY are expected to be better poised for meeting future growth opportunities, gain the advantage of cost savings and improvement of their earning potential. e) The management of the DEMERGED COMPANY is of the opinion that the Scheme of Arrangement will provide greater capacity and better utilization of its resources. The Scheme of Arrangement will also enable it to consolidate its business by restructuring and reorganizing its business activities and capital structure." 3. A copy of the Composite Scheme of Amalgamation, for which this joint application is filled for sanctioning, is annexed with the application marked as Letter- "K" and the terms and conditions of the Scheme are set out in the Composite Scheme of Amalgamation, a copy of which is annexed as mentioned herein above. 4. The Applicant Companies submit that for the purpose of better, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and records of the Applicant Companies at the time of hearing, if necessary. 10. It is stated that there are no investigation or proceedings pending under section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221,224 and 225 of the Companies Act, 2013 against the Applicant Companies. 11. It is stated that the report determining the number of and exchange ratio of shares which, shall be issued and allotted to the equity shareholders of TRANSFEROR COMPANIES by the TRANSFEREE CUM RESULTING COMPANY and to the shareholders of DEMERGED COMPANY by the TRANSFEREE CUM RESULTING COMPANY for implementation of the terms of the Scheme has been prepared by the IBBI Registered Valuer, Shri Anil Kumar Gupta and such recommendations has been accepted by the Board of Directors of the respective Companies. A copy of the Valuation Report is annexed to this Application and marked as Letter- "M". 12. It is stated that the total numbers of Equity Shareholders in the VRINDAVAN PROJECTS/ TRANSFEREE COMPANY CUM RESULTING COMPANY are 11 as on 30th August, 2020. All the shareholders of the VRINDAVAN PROJECTS/ TRANSFEREE COMPANY CUM RESULTING COMPANY have given their written consent by way of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers of Preference Shareholders in the GREENVIEW TEA/DEMERGED COMPANY are 13 as on 30th August, 2020. All the Preference shareholders of the GREENVIEW TEA/DEMERGED COMPANY have given their written consent by way of affidavit to the proposed Composite Scheme of Arrangement. A Copy of list of Preference Shareholders duly certified by the statutory auditors and affidavit by all the preference shareholders of the GREENVIEW TEA/DEMERGED COMPANY are annexed hereto and marked as Letter- "N6". 18. It is stated that the VRINDAVAN PROJECTS/TRANSFEREE COMPANY CUM RESULTING COMPANY has NIL secured Creditor as on 30th August, 2020. Further the VRINDAVAN PROJECTS/TRANSFEREE COMPANY CUM RESULTING COMPANY have 4 (Four) unsecured Creditors amounting to Rs. 3,33,050.00 (Rupees Three Lakhs Thirty-Three Thousand Fifty Only) as on 30th August, 2020. Out of 4 (Four) unsecured Creditors 2 (Two) unsecured Creditors amounting to Rs. 2,96,550.00 (Rupees Two Lakhs Ninety-Six Thousand Five Hundred Fifty Only) have been paid off/discharged till 17.11.2020. That Remaining 2 (Two) Unsecured Creditors amounting to Rs. 36,500.00 (Rupees Thirty-Six Thousand Five Hundred Only) representing 100% of the remaining uns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the VARDHAMAN TRADING/TRANSFEROR COMPANY No. 3 certifying the NIL secured and list of unsecured Creditor as on 30th August, 2020 together with the affidavit of consent by the unsecured creditor is annexed hereto and marked as Letter- "O4. 22. It is stated that the GREENVIEW TEA/DEMERGED COMPANY have 2 (Two) Secured Creditors amounting Rs. 2,35,56,065.98 (Rupees Two Crores Thirty-Five Lakhs Fifty-Six Thousand Sixty-Five and Ninety-Eight Paisa Only) as on 30th August, 2020. All the Secured Creditors of the GREENVIEW TEA/DEMERGED COMPANY have given their written consent by way of affidavit to the proposed Composite Scheme of Arrangement. Further, the GREENVIEW TEA/DEMERGED COMPANY have 19 (Nineteen) Unsecured Creditors amounting to Rs. 4,98,26,091.97 (Rupees Four Crores Ninety-Eight Lakhs Twenty-Six Thousand Ninety-One and Ninety-Seven Paisa Only) as on 30th August, 2020. Out of the 19 Unsecured Creditors, 4 (Four) Unsecured Creditors amounting to Rs. 96,13,034.55 (Rupees Ninety-Six Lakh Thirteen Thousand Thirty-Four and Fifty-Five Paisa Only) have been paid off/discharged as on till 17-11-2020. Further out of remaining 15 (Fifteen) Unsecured Creditors, 13 (Thirteen) unsecured cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Applicant Companies have also affirmed affidavits as required in terms of Section 230(2) of the Companies Act, 2013. 26. It is further submitted that the Applicant Companies are assessed to Income Tax under the following PAN: NAME OF THE APPLICANT COMPANIES PAN Vrindavan Projects Private Limited AABCV8675L Infracare Systems Private Limited AACCI2097N Khordia Builders Private Limited AADCK5482G Vardhaman Trading Company Private Limited AABCV6493N Greenview Tea Company Private Limited AACCG9209N Copies of PAN cards are assessed to Income Tax is annexed hereto and marked as Letter- "Q". 27. The Applicant Companies further submit that no prejudice would be cause to any one, if an order is made and/or directions are given as prayed for hereinabove and hence, appropriate orders/ directions be passed by this Tribunal for serving notice upon: 1. Regional Director, North Eastern Region, Ministry of Corporate Affairs, Guwahati 2. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata 3. The Registrar of Companies, Guwahati 4. The Registrar of Companies, Kolkata 5. The Official Liquidator, Guwahati 6. The Official Liquidator, Kolkata ..... X X X X Extracts X X X X X X X X Extracts X X X X
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