Greatvalue Infrastructure India Ltd. And Ors. vs Ayushman Infratech Pvt. Ltd.

This 1st motion Application under Sections 230 & 232 of the companies Act, 2013 (herein after referred to as the ""Act"") read with Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016 (herein after referred to as ""the Rules"") is filed by the Applicants Numbers 1 to 3

Companies seeking directions of this Tribunal to dispense with the requirement of convening meetings of Shareholders and Un-secured Creditors of

the Applicant Companies. The Applicant Companies No. 1 & 2 are the Transferor Companies No. 2 & 3, respectively, and the Applicant Company

No. 3 is the Transferee Company, whereas the Non-Applicant is the Transferor Company No. 1 as stated in the proposeci Scheme of Amalgamation

and in the Application. Also, there is no Secured Creditor in any of the applicant companies.

It is represented that the registered office of all Applicant Transferor Companies No. 2 & 3 and the Transferee Company is situated at DSC-319,

DLF South Court, Saket, New Delhi-110 017, within the jurisdiction of this Tribunal. However, the registered office of the Transferor Company No. 1

is situated in the State of Uttar Pradesh, outside the jurisdiction of this Hon'ble Tribunal. The Learned counsel for the Applicant Companies submits

that a separate Application on behalf of the Transferor Company No. 1 has been filed before the Allababad Bench of this Tribunal on 1st August,

2019 for sanction of Scheme of Amalgamation in its respect.

In the Application, it is stated that the Transferor Company No. 2 is a public company registered under the provisions of the Companies Act, 1956.

The Authorised Share Capital of the Transferor Company No. 2 is Rs.2,50,00,000 divided into 25,00,000 Equity Shares of RS .10 each. The Issued,

Subscribed and Paid-up Share Capital of the Company is Rs. 6,85,000 divided into 68,500 Equity Shares of Rs.10 each. Presently, the Transferor

Company No. 2 is engaged in real estate business; and other related activities.

It is submitted that the transferor Company No. 2 has 7 (seven) Equity Shareholders and all have given their consents by way of deposing individual

affidavits. It is further represented that the transferor company No.2 has no secured creditor and 2 unsecured creditors. The consent affidavit from

both the unsecured creditor have also been obtained and have been placed on record. Since the transferor company no. 2 has no secured creditor the

requirement of convening meeting of Secured creditor does not arise. In relation to the shareholders and unsecured creditors, the transferor company

No. 2 seeks dispensation from convening and holding of their respective meetings, on the ground that both the shareholders as well as all unsecured

creditors have given consent in favour of the Scheme.

In the Application, it is stated that the Transferor Company No. 3 is a private company registered under the provisions of the Companies Act, 1956.

The Authorised Share Capital of the Transferor Company No. 3 is Rs 15,00,000 divided into 1,50,000 Equity Shares of Rs 10 each. The Issued,

Subscribed and Paid-up Share Capital of the Company is Rs 13,53,870 divided into 1,35,387 Equity Shares of Rs 10 each. Presently, the Transferor

Company No. 3 was engaged in manufacturing of corrugated boxes. The said operations have since been closed. The Company has made

investments in Bank FDR.

It is submitted that the transferor Company No.3 has 2 Equity Shareholders and consent affidavits from all the shareholders have been obtained

constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further represented

that the transferor Company no. 3 has no secured creditor and 1 unsecured creditors. The consent affidavit from the unsecured creditor have also

been obtained and have been placed on record. Since the transferor company No, 3 has no secured creditor the requirement of convening meeting of

Secured creditor does not arise. In relation to the shareholders, and unsecured creditors, the transferor company No.3 seeks dispensation from

convening and holding of their respective meetings, on the ground that both the shareholders as well as the unsecured creditors have given consent in

favour of the Scheme.

In the Application, it is stated that the Transferee Company is a public company registered under the provisions of the Companies Act, 1956. The

Authorised Share Capital of the Transferee Company is Rs, 1,15,00,000 divided into 11,50,000 Equity Shares of Rs 10 each. The Issued, Subscribed

and Paid-up Share Capital of the Company is Rs 20,00,000 divided into 2,00,000 Equity Shares of t 10 each. Presently, the Transferee Company is

engaged in real estate construction; purchase, sale and trading of building and construction material; and other related activities.

It ls submitted that the transferee Company has 90 (ninety) Equity Shareholders holding aggregate Rs. 20,00,000 shares. Out of which 20 (twenty)

Equity Shareholders holding 1,86,240 Equity Shares of Rs. 10 each aggregating to Rs. 1S,62,400 and representing 93.12% of the total paid-up capital

have given their consents by way of affidavits which constitutes 93.12% of the total paid up capital of the Company. It is further represented that the

transferee Company has no secured creditor and 13 (thirteen) Un-secured Creditors for an aggregate amount of Rs. 4,09,96,448. Out of which 5

(five) Un-secured Creditors amounting to 3,76,77,456 and representing 91.90% of the total value have given their consents by way of deposing

individual affidavits which constitutes 91.90% of the total value of the Un-secured Creditors of the Company. Since the transferee company has no

secured creditor the requirement of convening meeting of Secured creditor does not arise. In relation to the shareholders, and unsecured creditors, the

transferee company seeks dispensation from convening and holding of their respective meetings, on the ground that the shareholders as well the

unsecured creditors who are holding more than 90% in value have given their consent affidavit in favour of the Scheme.

It is pertinent to mention here that the Applicant Transferor Companies No. 2 & 3 are wholly owned subsidiaries of the Transferee Company.

Entire share capital of the Applicant Transferor Companies No. 2 & 3 is beneficially held by the Transferee Company. The Transferee Company is a

public limited company listed on Metropolitan Stock Exchange.

We have perused the joint applications and the connected documents / papers filed by the applicants including the Scheme of Arrangement as

contemplated between the Applicant companies.

It is seen that the board of directors of both the applicant companies vide meetings held on 29' May, 2019 have unanimously approved the

proposed Scheme of Amalgamation. Copies of such resolutions passed thereat have been placed qn record by the applicant companies.

The Applicant Companies have filed their Audited Financial Statements for the financial year ended 31"" March, 2019.

The Board of Directors and management of the Applicant Companies have proposed Scheme of Amalgamation of Ayushman Infratech Pvt Ltd,

Greatvalue Infrastructure India Ltd and Shri Paras Nath Plastics Pvt Ltd, with Shantnu Investments (India) Ltd, for the following reasons:

a. All the Transferor Companies are Wholly Owned Subsidiaries of the Transferee Company. The proposed Scheme of Amalgamation would

result in consolidation of these Wholly Owned Subsidiaries with their Parent/Holding Company.

b. The proposed Scheme of Amalgamation would result in business synergy, pooling of physical, financial and human resource of these

Companies for the most beneficial utilization of these factors in the combined entity.

c. Post Scheme, the Transferee Company will enjoy better financial and physical resources. The Scheme of Amalgamation will provide

financial stability to the listed Transferee Company which will be beneficial to the public shareholders.

d. The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including elimination of

duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of

overall business efficiency. The proposed Scheme will enable these Companies to combine their managerial and operating strength, to build

a wider capital and financial base and to promote and secure overall growth.

e. The proposed amalgamation would enhance the shareholders' value of the Transferor and the Transferee Companies.

f. The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their shareholders,

employees and other stakeholders and all concerned.

It is stated that no proceeding for inspection, inquiry or investigation under the provisions of the Companies Act, 2013, or under the provisions of

the Companies Act, 1956 is pending against the Applicant Companies.

It is stated by the Applicant Companies that the proposed Scheme of Amalgamation does not envisage any buy back of shares. There is no

proposal for reduction of share capital except to the extent of cancellation of any cross holding of shares between Transferor Companies; and

between the Transferor Companies and the Transferee Company, as the case may be.

It is submitted that the proposed merger is sought to be made under the provisions of Section 230 to 232 of the Companies Act, 2013 and the same

if sanctioned by this Tribunal the appointed date as provided in the Scheme shall be 01.04.2019.

The Applicants have stated that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the accounting standards

prescribed under Section 133 of the Companies Act, 2013. Certificates from the respective Statutory Auditors of the Applicant/Transferor Company

No, 2, the Applicant/Transferor Company No. 3, the Applicant/Transferee Company and the Non-Applicant/Transferor Company No. 1 have been

filed along with the Application,

In the facts and taking into consideration the application jointly filed by the Applicant Companies the following directions are issued: -

A. In relation to the Transferor Company No.2: -

i. Since it is represented by the Company that there is 100% in value of the Equtiy Shareholders in the Company have placed their

consentaffidavits on record, the necessity of convening and holding a meeting is obviated.

ii. The meeting of Secured creditors is also dispensed with because there is no Secured creditor in the company and therefore, the

requirement of convening meeting of Secured creditors does not arise.

iii. Since it is represented by the Company that there is 100% in value of the Unsecured Creditors in the Company have placed their

consent- affidavits on record, the necessity of convening and holding a meeting is obviated.

B. In relation to the Transferor Company No.3: -

i. Since it is represented by the Company that there is 100% in value of the Secured Creditors in the Company have placed their

consentaffidavits on record, the necessity of convening and holding a meeting is obviated.

ii. The meeting of Secured creditors is also dispensed with because there is no Secured creditor in the company and therefore, the

requirement of convening meeting of Secured creditors does not arise.

iii. Since it is represented by the Company that there is 100% in value of the Secured Creditors in the Company have placed their consent-

affidavits on record, the necessity of convening and holding a meeting is obviated.

C. In relation to the Transferee Company:-

i. it is represented by the Company that there is 93.12% in value of the Equity Shareholders in the Company have placed their consent-

affidavits on record, the necessity of convening and holding a meeting is obviated

ii. The meeting of Secured creditors is also dispensed with because there is no Secured creditor in the company and therefore, the

requirement of convening meeting of Secured creditors does not arise.

iii. Since it is represented by the Company that there is 91.90% in value of the Secured Creditors in the Company have placed their consent

affidavits on record, the necessity of convening and holding a meeting is obviated.

In view of the above the present joint application stands allowed by dispensing with the meetings of shareholders and creditors of both the

applicant companies.

The applicants are directed to serve notice of the proposed Scheme on the Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2nd Floor,

Paryavaran Bhavan, CGO Complex, New Delhi-110 003, Registrar of Companies at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110 019; the

Official Liquidator, Lok -Nayak -Bhavan,8th Floor, Khan Market, New Delhi -110 001; the office of the Income Tax Department, Income Tax

Officer, Ward â€" 7(4), Central Revenue Building, IP Estate, New Delhi-110 002 and Office of the Income Tax Department, Income Tax Officer,

Additional Commissioner of Income Tax, Special Range-4, Central Revenue Building, IP Estate, New Delhi-110 002 , Metropolitan Stock Exchange

of India Limited and the SEBI, Mumbai, The notices to Income Tax authorities shall disclose sufficient details like PAN card numbers, ward numbers

and assessing officers so that proper reply may be filed.

Let copy of the order be served to the parties.