Ravikumar Duraisamy, Member - (1.) The present Joint Company Application bearing CA(CAA) No. 85/230/HDB/2017 is filed by PBEL Property Development (India) Private Limited and others under Sections 230-232 of the Companies Act, 2013 by seeking the following reliefs: (i) In case of the 1st Applicant/ Demerged Company To dispense with the meetings of the equity shareholders and Unsecured Creditors of the 1st Applicant/Demerged Company. (ii) In case of the 2nd Applicant/ Resulting Company 1 To dispense with the meetings of the equity shareholder, Secured Creditor and Unsecured Creditors of the 2nd Applicant/ Resulting Company 1 and pass such lather order or orders as this Hon'ble Bench may deem fit and proper in the (circumstances of the case. (iii) In case of the 3rd Applicant / Resulting Company 2 To dispense with the meetings of the equity shareholders of the 3rd Applicant/ Resulting Company 2 and pass such other order or orders as this Hon'ble Bench may deem fit and proper in the circumstances of the case. (iv) In case of the 4th Applicant/ Resulting Company 3 To dispense with the meetings of the equity shareholders of the 4th Applicant /Resulting Company 3 and pass such other order or orders as this Hon'ble Bench may deem fit and proper in the circumstances of the case.
(2.) Brief facts of the Applicants in Scheme of Demerger/Arrangement: A. Details of Applicant/Demerged Company: a. PBEL Property Development (India) Private Limited, (hereafter referred to as "1st Applicant/Demerged Company") was incorporated as a private limited company on 2nd February, 2007 in the State of Telangana. The Registered Office of the Demerged Company is situated at Plot No. 69 & 70, Opposite Lane to Madhapur Police Station, Kavuri Hills, Hyderabad -500033, Telangana, India. b. The main objects of the Demerged Company are set out in the Memorandum of Association which are briefly as under:- To carry on business of builders and contractors for the construction, upgradation, maintenance and repair of roads, bridges, viaducts, buildings, interchanges and other related works. To negotiate and obtain concessions from the appropriate Governments for the rights to build, operate and own or transfer highways, interchanges, viaducts and bridges and any other structures, buildings and services, etc. c. At present the Demerged Company is engaged in the business of development and construction of real estate. d. The authorized, issued, subscribed and paid-up share capital of the Demerged Company as on 31slDecember, 2016 was as under: B. Details of 2"(l Applicant/Resulting Company No. 1: a. Incor Chennai Projects Two Private Limited (hereafter referred to as "2nd Applicant/Resulting Company No. 1") was incorporated as a private limited company on 14th March, 2017 in the State of Telangana. The Registered Office of the Resulting Company No. 1 is situated at H.No. 8-2-700, Srida Anushka Pride, 4th Floor, Road No. 12, Banjara Hills, Hyderabad - 500034, Telangana, India. b. The main objects of the Resulting Company are set out in the Memorandum of Association which are briefly as under:- To construct, execute, undertake, carryout, run, establish, acquire, maintain, remodel, alter, develop, work, control, manage, take on lease, purchase or acquire, any apartments, residential complexes, commercial complexes, villas, resorts, Information Technology parks, etc. To carry on the business of Infrastructure development in India and abroad and setting up, establishing ahd operating, infrastructure projects, like civilcontracts, landscaping and development of infrastructure for businesses, etc. 0ie Resulting Company No. 1 is also engaged in the business of development and construction of real estate. d. The authorized, issued, subscribed and paid-up share capital of the Resulting Company No. 1 as on the date of this application is as under: C. Details of 3"1 Applicant/Resulting Company No. 2: a. Incor Chennai Projects Three Private Limited (hereafter referred to as "3rd Applicant/Resulting Company No. 2") was incorporated as a private limited company on 5th June, 2017 in the State of Telangana. The Registered Office of the Resulting Company No. 2 is situated at H.No. 8-2-700, SridaAnushka Pride, 4th Floor, Road No. 12, Banjara Hills, Hyderabad - 500034, Telangana, India b. The main objects of the Resulting Company No. 2 are set out in the Memorandum of Association which are briefly as under:- To construct, execute, undertake, carryout, run, establish, acquire, maintain, remodel, alter, develop, work, control, manage, take on lease, purchase or acquire, any apartments, residential complexes, commercial complexes, villas, resorts, Information Technology parks, etc. To carry on the business of Infrastructure development in India and abroad and setting up, establishing and operating, infrastructure projects, like civilcontracts, landscaping and development of infrastructure for businesses, etc. c. The Resulting Company No. 2 is also engaged in the business of development and construction of real estate. d. The authorized, issued, subscribed and paid-up share capital of the Resulting Company No.2 as on the date of this application is as under: D. Details of 4th Applicant/Resulting Company No. 3: a. Incor Chennai Projects Four Private Limited (hereafter referred to as "4th Applicant/Resulting Company No. 3") was incorporated as a private limited company on 30lh May, 2017 in the State of Telangana. The Registered Office of the Resulting Company No. 3 is situated at H.No. 8-2-700, Srida Anushka Pride, 4th Floor, Road No. 12, Banjara Hills, Hyderabad - 500034, Telangana, India. b. The main objects of the Resulting Company No. 3 are set out in the Memorandum of Association which are briefly as under: - To construct, execute, undertake, carryout, run, establish, acquire, maintain, remodel, alter, develop, work, control, manage, take on lease, purchase or acquire, any apartments, residential complexes, commercial complexes, villas, resorts, Information Technology parks, etc. To carry on the business of Infrastructure development in India and abroad and setting up, establishing and operating, infrastructure projects, like civilcontracts, landscaping and development of infrastructure for businesses, etc. c. The Resulting Company No. 3 is also engaged in the business of development and construction of real estate. d. The authorized, issued, subscribed and paid-up share capital of the Resulting Company No.3 as on the date of this application is as under:
(3.) By the proposed scheme, the Demerged Company proposes to transfer the businesses of various projects of the Demerged Company located at Thaiyur 'B' Village and Panchayat, Thiruporur Panchayat Union, Chengalpattu Taluk, Kanchipuram District, Tamil Nadu - 603103 (i) Demerged Undertaking No.l and Demerged Undertaking No. 2 shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in Resulting Company No.l; (ii) Demerged Undertaking No.3 shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in Resulting Company No.2; and (iii) Demerged Undertaking No.4 and Demerged Undertaking No.5 shall transferred to and vested in and/ or be deemed to have been transferred to and vested in Resulting Company No. 3.;