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TMI Blog2020 (9) TMI 400X X X X Extracts X X X X X X X X Extracts X X X X ..... ive relief at Para 18 (b) and without going into the rival contentions - Application disposed off. - CA No.43 of 2020 CA(CAA) No.19/Chd/Hry/2019 - - - Dated:- 24-8-2020 - HON BLE MR AJAY KUMAR VATSAVAYI , MEMBER ( JUDICIAL ) And HON BLE MR. RAGHU NAYYAR , MEMBER ( TECHNICAL ) For the Applicant-Intervener : Mr. Anand Chhibbar, Senior Advocate Mr. Prateep Kumar, Advocate Mr. Pranav Sampat, Advocate Mr. Vipul Joshi, Advocate For the Respondent Companies : Mr. Sanjeev Puri, Senior Advocate Mr. Atul V Sood, Advocate Mr. Bharat Apte, Advocate Mr. Suman Kumar, Advocate Mr. Akshay Sachtey, Advocate For the Income Tax Department : Mr. Yogesh Putney, Senior Standing Counsel For Regional Director and Official Liquidator : Mr. Vibhor Sharma, Advocate ORDER Per : Mr. Ajay Kumar Vatsavayi, Member (Judicial) CA No.43/2020 Anant Raj Agencies Private Limited; Anant Raj Limited; and Anant Raj Global Limited, filed a Joint First Motion Application vide CA (CAA) No.08/Chd/Hry/2019 in respect of the composite Scheme of Arrangement for Amalgamation and Demerger and the same was disposed of by order dated 17.05.2019. Thereafter, they filed the present Joint Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olding 84,38,430 shares being 50% of the Equity Capital. That the proposed Scheme of Arrangement ( Scheme ) between Amalgamating Company i.e. Anant Raj Agencies Private Limited ( ARAPL ), ARL and the Resulting Company i.e. Anant Raj Global Limited ( ARGL ) proposes to demerge Project Division (as defined therein) of ARL, which included ARL s investment in RBPL; and the vesting thereof in ARGL. In other words, by virtue of the Scheme, the shareholding pattern of RBPL, in which, the present Applicant is a shareholder is sought to be altered which is not only ultra-vires the Articles of Association of RBPL, but also in violation of the terms of the Loan Agreement dated 31 October 2006; the Supplementary Agreement to Loan Agreement dated 31 October 2010; and the extensions modifications thereto from time to time (collectively referred to as Loan Agreement ) between the present Applicant and RBPL; and also in contravention to the Undertaking for non-disposal of shareholding issued by ARL in furtherance of the Loan Agreement dated 31 October 2006 (hereinafter, referred to as Undertaking ). A copy of the Scheme of Arrangement between the Respondent is annexed herewith and marked as An ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xxx PART-III SHORT DESCRIPTION OF THE LAND, BUILDING, PLANT MACHINERY AND OTHER FIXED ASSETS xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx PART- IV SHORT DESCRIPTION OF THE INVESTMENTS IN SUBSIDIARIES AND JOINT VENTURES S.No Name of the Company Book Value of Investment (Rs.) 1. xxx xxx 2. xxx xxx 3. xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx 47. Roseland Buildtech Pvt. Ltd. (refer to Note#2) 1,479,867,250.00 xxx xxx xxx Note #2 It is clarified that the investment of ARL in Roseland Buildtech Private Limited ( Roseland ) pertaining to (a) Tricolor Hotels Limited; (b) Delhi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Schedule to the Scheme sets out the description of the investments of the Demerged Company that shall be transferred/demerged to the Resulting Company as part of the Project Division. Entry 47 of Part-IV of the Schedule to the Scheme clearly provides that the entire shareholding of the Demerged Company in Roseland Buildtech Private Limited ( Roseland ) shall stand transferred to the Resulting Company as part of the Project Division. Therefore, the Scheme clearly contemplates that the entire shareholding of Roseland held by the Demerged Company (i.e. 50% of the total issued, subscribed and paid up equity share capital of Roseland, amounting to 84,38,430 equity shares having face value of ₹ 10/- each) shall be part of the Project Division and shall stand vested with the Resulting Company. It may be noted that the remaining shareholder of Roseland, namely CLE Private Limited ( CLE ), shall continue to hold its stake in Roseland as before, without any change and neither the investments of Roseland nor any assets/liabilities of Roseland or its Downstream Companies (as defined in paragraph 6 below) are sought to be transferred by way of the present Scheme. That Note #2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er clarified that only the assets/liabilities of the Petitioner- Companies are being transferred by way of and in the manner provided by the present Scheme and no asset/liabilities of any company, other than the Petitioner Companies are being transferred under the present Scheme. That the sanction of this Hon ble Tribunal to the present Scheme (including the Note #2) shall not have the effect of sanctioning or approving any transfer of the assets of Roseland (including its investment in the Downstream Companies) as well as the assets of the Downstream Companies, which transfer shall be the subject matter of an independent and separate transaction and shall be subject to the requisite board/shareholder/third party/statutory approvals. That, accordingly, it is submitted that the transfer of the stake of the Demerged Company in Roseland as part of the Project Division shall in no manner prejudice the rights of any other party, including the other shareholder of Roseland. In view of the above submissions, in sum and substance, Note #2 merely being the expression of an intent of a future transaction(s), subject to requisite approvals and consents, the same is not an in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Heard Shri Anand Chhibbar, learned senior counsel for the applicant and Shri Sanjeev Puri, learned senior counsel for the respondents in the CA and perused the pleadings on record. 8. The learned senior counsel appearing for the respondents in the CA, who are the petitioners in the CP, at the outset, submitted that notwithstanding to what is submitted in the above referred affidavits filed on behalf of the petitionercompanies since the issue of transfer of the shareholding in the Roseland Buildtech Private Limited and its four subsidiary companies is a very minor part of the scheme and that the Note 2 with reference to the Roseland Buildtech Private Limited is not an integral part of the scheme, the petitioner-companies have no objection if the CA is disposed of in terms of the alternative relief as per Para 18(b) of the CA i.e. sanctioning the scheme sans Serial No.47 i.e. Roseland Buildtech Private Limited and the Note 2 thereon in Part IV of the Schedule. 9. In view of this categorical submission on behalf of the respondents/petitioner- companies, the instant CA can be disposed of in terms of the alternative relief at Para 18 (b) and without going into the rival contentio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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