Rajeswara Rao Vittanala, Member - (1.) The present joint Company Petition bearing CP (CAA) No. 87/230/HDB/2017, is filed by GAR CORPORATION PRIVATE LIMITED (herein after referred to as the Petitioner Company No. 1/Demerged Company) and LAXMI INFOBAHN PRIVATE LIMITED (herein after referred to as the Petitioner Company No. 2/Resulting Company) U/s. 230 and 232 of the Companies Act, 2013 by inter-alia seeking to sanction Scheme of Arrangement in the same form or with any modification etc.
(2.) Brief facts, of the case, which are relevant to the issue in question, as stated in the Company Petition are as under:- (a) The Petitioner Companies has earlier filed joint application before this Tribunal vide CA (CAA)/35/230/HDB/2017 (Joint Company Application) for dispensing with the convening of meeting of their respective shareholders and creditors to consider the proposed Scheme of Arrangement. This Tribunal vide its order dated 31st May, 2017 allowed the said Application. After fulfilling requisite conditions for sanction of scheme in question, the present Petition is filed before this Tribunal for sanction of the scheme. (b) Details of the Petitioner No. 1/Demerged Company: GAR Corporation Private Limited was incorporated as a private limited company on 31st March, 2006 under the Companies Act, 1956 with CIN U70102TG2006PTC49672. The Registered Office of the Company is situated at 8-2-682, Laxmi Cyber Centre, Road No. 12, Banjara Hills, Hyderabad - 500034 and the Authorized Share Capital of the Company is as follows: (c) The Main objects of Petitioner No. 1 Company/Demerged Company are as follows: (i) To provide all infrastructural facilities and services for setting up of information Technology parks in India and abroad etc. (ii) To undertake, carry on business of land development, deal in real estates, construction and building activities in India or abroad as real estate developers, builders, contractors etc. (iii) To organize, undertake, carry on in all or any kind of their branches in India or outside India of the business of builders, earth masonry and general construction. Contractors and haulers and among other things to construct, execute, carryout, equip, improve, work and repair, sanitary, water, gas, electricity and any other supply of work of every kind. (d) Details of the Petitioner No. 2/Resulting Company: 'Laxmi Infobahn Private Limited was incorporated as a private limited company on 05/01/2017 under the Companies Act, 2013 with CIN: U70100TG2017PTC113892, Registered Office of the Company is situated at 8-2-682, Laxmi Cyber Centre, Road No. 12, Banjara Hills, Hyderabad - 500034. The Authorized Share Capital of the Company as on the Appointed Date mentioned in the Scheme and as per the Balance Sheet as on 15/03/2017 is Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid-up capital of Petitioner No. 2 Company is Rs. 2,000/- (Rupees Two Thousand only) divided into 200, Equity Shares of Rs. 10/- each. The Company is recently incorporated on 0/01/2017, therefore, the audited balance sheet of the Company is not available. The unaudited financial statement of Petitioner No. 2 Company as on 15/03/2017 is given below: (e) The Main Objects of Petitioner No. 2 Company are: 1. To carry on in India or abroad the business of developing, constructing, establishing, commissioning, setting up, operating, maintaining, alteration, pulling down and restore either alone or jointly with any other companies or persons, Government, firms, associations authorities, bodies, trusts, agencies, societies or any other person or persons engaged in or in connection with either directly or indirectly etc. 2. To carry on in India or elsewhere the business of civil contractors, Engineers, consulting engineers in all its branches and to undertake market survey and undertake job works such as planning outlay of lands, drawing and also obtain necessary permissions, clearances, sanctions, approvals from governments or other agencies etc. 3. To carry on the business of builders of commercial & residential complexes, flats, prefabricated and precast buildings, lodging houses, resorts, hotels, go downs, hospitals, cinema houses & other recreation buildings including multiplex, malls, roads, bridges, tanks, drains, dams, culverts, canals, irrigation projects, thermal projects etc."
(3.) Object of Scheme of Arrangement: The main object is to demerge the Transferred Undertaking of the Petitioner No. 1 Company with all the necessary approvals into the Petitioner No. 2 Company and retain the Retained Undertaking in the Petitioner No. 1 Company, to make available the benefits to the members and creditors of the Petitioner No. 1 and No. 2 Companies.;