AI Structured Summary
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Judgment
This Bench is convened via videoconference today.
Counsel for the Applicant Companies states that the present scheme is a Scheme of Arrangement between Transasia Bio-Medicals Limited ("Demerged Company") and Vazirani Properties Private Limited ("Resulting Company 1") and Vazirani Realty Private Limited ("Resulting Company 2") and their respective Shareholders and Creditors (hereinafter referred as to "Scheme") (Hereinafter to be referred as 'Applicant Companies').
Counsel for the Applicant Companies states that resolutions were passed by the Board of Directors of the Applicant Companies in their respective meetings held on 12th December 2020, 23rd December 2020 and 24th December 2020 for approving the Scheme. The Appointed Date fixed under the Scheme is the Effective Date.
Counsel for the Applicant Companies further submits the rationale for the Scheme that:
Scheme has been drawn upon to achieve the following objectives:
Segregation of Business - risk and rewards involved in the respective businesses are inherently different and have different prospects of growth and earning potential. Segregation of business will lead to focused leadership and management attention.
Focused Growth strategy - with the focused leadership and management attention, the Scheme will allow the management to have a focused growth strategy for the respective business.
Investment opportunity - with the implementation of the Scheme, management believes that respective company can attract different class of investors for different business resulting into more alternatives for investors.
Value unlocking - with the better investment opportunities for the investors, Scheme could lead to value unlocking for the stakeholders.
Administrative and operational efficiencies - Scheme would result into administrative and operational efficiencies as the respective business have different sets of requirements for infrastructure and employees and segregation of the same would lead to better and effective utilization of infrastructure and employees.
Hence, the Scheme would be in the best interest of all the stakeholders.
Counsel for the Applicant Companies further submits that the Demerged Company is engaged in the business of research and development, manufacturing, export of diagnostic instruments and reagents across the different sectors and other businesses, having presence in India and overseas. The Resulting Company 1 is engaged in the business of in real estate business activities. Resulting Company 2 has been incorporated to engage in the field of real estate business activities such as acquiring, selling, leasing, disposing of the immovable properties and carry on all the ancillary/ related business activities of this field.
That Demerged Company is transferring its "Demerged Undertaking" comprising of the business of real estate business and such other business activities including investments as identified by the Board, including all assets, contracts, licenses, permits, all rights, title or interest in property(ies) by virtue of any court order / decree, approvals, permissions, and all other rights, titles, interests, contracts, purchase orders, investments, goodwill, consents, approvals or powers of every kind, nature and descriptions whatsoever.
That there are 7 (Seven) equity shareholders in the Demerged Company and that the Demerged Company has obtained consent affidavits from all the Seven (7) equity shareholders which are annexed as Annexure "J1 to J7" to the Company Scheme Application.
That there are 7 (Seven) equity shareholders in the Resulting Company 1 and that the Resulting Company 1 has obtained consent affidavits from all the Seven (7) equity shareholders which are annexed as Annexure "K1 to K7" to the Company Scheme Application.
That the entire share capital of Resulting Company 2 is held by the Resulting Company 1 along with its nominees. Resulting Company 2 has obtained consent affidavit in writing agreeing to the Scheme from its equity shareholder holding 100% of the issued, subscribed and paid up share capital and the same is annexed as Annexure "L1 to L2" to the Company Scheme Application.
In view of the above fact, the Applicant Companies have obtained consent affidavits from all their Equity Shareholders, the meetings of the Equity Shareholders of the Applicant Companies are hereby dispensed with.
Counsel further submits that Resulting Company 1 and Resulting Company 2 do not have any secured creditors. Therefore, the questions of convening meeting and sending notices to the secured creditors do not arise.
Counsel further submits that in so far as the Secured Creditors of the Demerged Company are concerned the Demerged Company undertakes to procure consent letters before the date fixed for final hearing.
Counsel further submits that in case of the unsecured creditors of Applicant Companies, the present Scheme is an arrangement between the Applicant Companies and their shareholders as contemplated in Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013. The Scheme does not affect the rights and interests of the unsecured creditors of the Applicant Companies. Further, as the assets of the Demerged Undertaking to be transferred is more than the liabilities being transferred, there will not be any effect of the proposed Scheme on their liabilities and the liabilities will be paid off in the ordinary course of business. Therefore, no meeting of unsecured creditors of the Applicant Companies is required to be convened. In case of unsecured creditors, Resulting Company 1 and Resulting Company 2 are directed to issue notice to all of its unsecured creditors by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose email addresses are duly registered with respective company for the purpose of receiving such notices by email), at their last known address as per the records of the Resulting Company 1 and Resulting Company 2, with a direction that they may submit their representations, if any, to the Tribunal within 30 days and copy of such representations shall simultaneously be served upon the Resulting Company 1 and Resulting Company 2, as applicable.
The Demerged Company is directed to issue notices to all the unsecured creditors having a value of more than INR 1,00,000 (Rupees One Lakh) by Courier/Registered Post/Speed Post/Hand Delivery or through Email (to those creditors whose email addresses are duly registered with the Demerged Company for the purpose of receiving such notices by email), at their last known address as per the records of the Demerged Company, with a direction that they may submit their representations, if any, to the Tribunal within 30 days and copy of such representations shall simultaneously be served upon the Demerged Company.
As consideration, 25 (Twenty Five) Redeemable Preference Shares of Resulting Company 1 of INR 10/- each fully paid up shall be issued for every 100 (Hundred) Equity Shares of Transasia of INR 10/- each fully paid up to the shareholders of the Demerged Company.
Counsel for the Applicant Companies further states that the Applicant Companies are engaged in the business of real estate activities such as leasing, acquiring and dealing in real estate properties. None of the Applicant Companies are engaged in the business of development of land parcels therefore, there is as such no requirement of issuing notice to RERA.
The Applicant Companies are directed to serve the notice along with the copy of Scheme upon:- (i) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, Maharashtra, (ii) Registrar of Companies, Mumbai, (iii) concerned Income Tax Authority within whose jurisdiction the Applicant Companies' assessments are made i.e. for Demerged Company, Circle 3(3)(1), Aayakar Bhawan, Mumbai, having PAN No: AAACT2038C; for the Resulting Company 1, Ward 10(1)(1), Aayakar Bhawan, Mumbai, having PAN No: AACCM7536N; for Resulting Company 2, Circle 3(3)(1), Aayakar Bhawan, Mumbai, having PAN No: AAHCV6223A, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal within 30 days it will be presumed that Regional Director and/or Central Government/ Registrar of Companies/ concerned Income Tax Authorities has no representation/objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Applicant Companies to file affidavit of service/compliance report proving dispatch of notices to the Regulatory authorities and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.