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TMI Blog2021 (1) TMI 983X X X X Extracts X X X X X X X X Extracts X X X X ..... ggrieved party to approach this Tribunal at any point of time, when the approval of scheme in question finally comes for consideration. Therefore, the Joint Company application deserves to be allowed. Application allowed - various directions issued regarding holding and convening of various meetings and also directions regarding issuance of various notices, issued. - C.A. (CAA) No. 85/230/HDB/2020 - - - Dated:- 13-8-2020 - Ratakonda Murali , Member (J) For the Appellant : Y. Suryanarayana , Advocate ORDER Ratakonda Murali, Member (J) 1. Under consideration before me is the joint Application filed under Section 230 to 232, read with Section 66 of the Companies Act, 2013 and Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by M/s. Millenial Business Park Private Limited (Transferor Company) and TSI Business Parks (Hyderabad) Private Limited (Transferee Company) under Section 230-232 of the Companies Act, 2013, inter-alia, seeking following reliefs for approval of the Scheme in terms of Scheme of Amalgamation annexed and marked as Annexure - 5. (i) To order convening meetings of equity shareholders and unsecured creditors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... EE COMPANY 2.2 TSI Business Parks (Hyderabad) Private Limited/ Transferee Company is a private limited company incorporated in the erstwhile state of Andhra Pradesh (presently the state of Telangana) on 10th March, 2006 under the provisions of Companies Act, 1956. The present Corporate Identity Number (CIN) of the Company is U45201TG2006PTC072536 having its Registered Office at Sy. No. 115 (part), Waverock Building, APIIC IT/ITES SEZ, Nanakramguda village, Serilingampally Mandal, Hyderabad -500008, Telangana, India. The Transferee Company is engaged in the business of real estate development. The main objects of the Transferee Company are provided in sub-clause 1 to 3 of clause 3 (A) of its Memorandum of Association. (A copy of the Certificate of Incorporation of the Transferee Company along with MOA and AOA is annexed and marked as Annexure - 3 ). The authorized, issued, subscribed and paid-up share capital of Transferee Company as on 31st March, 2020 was as follows: Share Capital Amount in INR. Authorized Capital 125,00,00,000 Equity Shares of ₹ 10/-(R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ounting treatment proposed in clause 7 of Scheme of Amalgamation of Millenial Business Park Private Limited (Transferor Company) with TSI Business Parks (Hyderabad) Private Limited (Transferee Company) and their respective shareholders, is in conformity with the accounting standards as prescribed under the provisions of Section 133 of the Companies Act, 2013 is annexed and marked as Annexure-7 ). 6. CONSIDERATION: Upon coming into effect of the Scheme, and in consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall, without any further act or deed would issue and allot to all shareholders of Transferor Company, holding fully paid up equity shares in the Transferor Company in the following manner: 10,000 (Ten thousand) fully paid up equity shares of ₹ 10/- each of the Transferee Company to be issued and allotted to the equity shareholders of the Transferor Company . Copy of the Valuation / Share Exchange Report dated 02.06.2020 issued by Rashmi Shah, FCA/Registered Valuer is marked as Annexure-6 at page Nos. 231-242. 7. INTEREST OF DIRECTORS IN THE PROPOSED SCHEME OF AMALGAMATION It is s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10,83,90,181 99.99% 2. Shapoorji Pallonji Investment Advisors Private Limited (Nominee of Millenial Business Park Private Limited) 01 0.01% Total 10,83,90,182 100.00% (A Certificate issued by the Chartered Accountant, certifying the list of Equity shareholders and the number of shares held by them in the Transferee Company is annexed and marked as Annexure- 11 ). It is further submitted that the aforesaid shareholders of the Transferee Company have given their non-objection to the proposed scheme by way of sworn affidavits (Consents given by the shareholders of the Transferee Company are attached and marked as Annexure - 12 ). c) The Transferee Company is a wholly owned subsidiary of the Transferor Company. 10. CONSENT OF CREDITORS OF THE APPLICANT COMPANIES a) There are no secured creditors in the Transferor Company as on 31st March, 2020. However, there are 5 (five) Unsecured Creditors in the Transferor Company as on 31st March, 2020. A Certificate issued by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Rupees One Lakh Twenty Five Thousand only) and ₹ 75,000/- ( Rupees Seventy Five Thousand only) for the scrutinizer for the above meetings. (d) The Meeting of shareholders and Unsecured Creditors of Transferor Company will be held on 9th October, 2020 at 10.00 AM and 10.30 AM respectively. The platform for videoconferencing will be Microsoft Teams. (e) The Quorum fixed for the meetings of Transferor Company is as under, which is either in person or proxy:- Shareholders: 02 Unsecured Creditors: 02 12.2 TRANSFEREE COMPANY / TSI BUSINESS PARKS (HYDERABAD) PRIVATE LIMITED (a) Hereby order dispensation for conducting meeting of Shareholders of Transferee Company. (b) Hereby order convening meetings of Secured and Unsecured Creditors of Transferee Company. (c) Appointed Ms. V. Sheila Villadath, Advocate # Sheila Associates, Corporate Legal Consultants 396/A1, Ground Floor, Road No. 81, Jubilee Hills, Hyderabad, Telangana - 500096, Mob.No. 9848172424, email: [email protected] as Chairperson and Ms. Rishika Kumar, Advocate #R/o Flat No. 201, 2nd Floor, House No. 6-3-904/14, Ashiah's Residency, Matha Nagar, Somajiguda, Hyderabad - 500082 Telangana, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otice upon the Registrar of Companies Hyderabad pursuant to Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangement and Amalgamations) Rules, 2016 and if no response is received by the Tribunal from Registrar of Companies, Hyderabad within 30 days of the date of receipt of the notice, it will be presumed that Registrar of Companies, Hyderabad has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise Arrangements and Amalgamations) Rules, 2016. 12.7 The Applicant Companies to serve notice upon the Income Tax Authority, within whose respective jurisdiction the Applicant Companies Assessment are made, pursuant to Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 if no response is received by the Tribunal from Income Tax Authority within 30 days of the date of receipt of the notice, it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. 12.8 The Applicant Companies are further directed to serve notice upon Reserve Ba ..... 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