- (1.) The Company Application bearing CA. (CAA) No. 194/230/HDB/2017 is filed by M/s. VITP Private Limited (Applicant Company/ Transferee Company) under Sections 230, 232 and other applicable provisions of the Companies Act, 2013, r/w Rule 3 of the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 7 r/w Rules 11, 23A & 34 of the NCLT Rules, 2016, by inter-alia seeking to convene the meetings of the shareholders and unsecured Creditors of the Applicant Company/Transferee Company.
(2.) Brief facts, leading to filing of present Company Application, are as follows:- (a) M/s. VITP Private Limited (hereinafter referred to as Applicant /Transferee Company) was incorporated under the Companies Act, 1956, in the State of Telangana in the name of 'BAAN IT Park India Private Limited' on 2nd April, 1997. Subsequently, the Company's name was changed to Vanenburg IT Park Private Limited on 13th day of December, 1999 and later to VITP Private Limited on 18th day of October, 2005. (b) The main objects of the Transferee Company are to carry on business of developing, designing and improving infrastructure facilities such as Industrial Technology Parks and property development projects and leasing out these for the use of Software Development companies. Developing, improving, designing infrastructure facilities for its own use of software development. To build, manufacture, purchase, lease, rent maintain, repair, replace, remove, construct, and overhaul satellite dish, transponders, computer hardware transmitters, receivers connection cables and modems, etc. (c) The Authorized Share Capital of the Transferee Company as on 31.03.2017 is Rs. 1,24,00,00,000/- out of which Rs. 1,21,00,00,000/- divided into 1,21,00,000 Equity Shares of Rs.100/- each and Rs. 3,00,00,000/-divided into 30,00,000 fully convertible cumulative preference shares of Rs.10/- each. The issued subscribed and paid up capital of the Transferee Company is Rs. 1,05,89,82,400/- divided into 1,05,89,824 equity shares of Rs. 100/- each fully paid up. (d) The Applicant Company closes its financial statements on March 31st every year. The latest annual accounts of the Applicant Company have been audited for the financial year ended March 31st 2017. The Auditor's report does not disclose any irregularity or mismanagement in the affairs of Applicant Company. The affairs of the Applicant Company have been conducted prudently and properly. The audited financial statement of Applicant Company as at March 31, 2017 is given below: TABLE NOT FOUND (e) Flagship Developers Private Limited ("Transferor Company") is situated at Blueridge, Near Cognizant, Rajiv Gandhi Infotech Park - Phase 1, Hinjewadi, Pune - 411 057, Maharashtra, India. The objects of the Transferor Company are to purchase, sell, develop, take in exchange or on lease, hire, or acquire whether for security or for sale or develop, real or personal estate and to construct, erect, re-erect, alter, build, renovate, decorate, maintain, buildings, flats, houses, dwelling houses, shops, showrooms, offices, ware houses, mid floor landings tents cottages, shops, depots, restaurants, hptels, restaurants, and temporary or- permanent structures including mines, buildings, factories, mills, canals, reservoirs, dams, irrigation, tracks, highways, tunnels, roads, streets, brick works, sheds, ropeways, licenses, easement or other landed properties and mineral rights etc. (f) The present Authorised Share Capital of the Transferor Company as on 31.03.2017 is Rs. Rs.ll,99,000/-divided into 1,19,900 Equity Shares of Rs.10/- each and Rs. 1,000/- divided into 100 class B equity shares of Rs.10/- each, out of Rs. 12,00,000/-. The issued subscribed and paid up Capital of the Transferor Company is Rs. 10,32,130/- divided into 1,03,213 equity shares of Rs. 10/- each and Rs. 100/- divided into 10 class B equity shares of Rs. 10/- each out of Rs. 10,32,230/-. (g) Transferor Company closes its financial statements on March 31st every year. The latest annual accounts of the Transferor Company have been audited for the financial year ended March 31st, 2017. The Auditor's report does not disclose any irregularity or mismanagement in the affairs of Transferor Company. The affairs of the Transferor Company have been conducted prudently and properly. The audited financial statement of Transferor Company as at March 31, 2017 is given below: TABLE NOT FOUND
(3.) The Directors of both the Transferor Company and Transferee Company are of the opinion that the proposed Amalgamation will be for the benefit of both the Companies as follows: a. Greater integration and financial strength for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the financial position of the amalgamated entity; b. Simplification of group structure by eliminating multiple companies; and c. Greater and efficient use of infrastructure facilities and optimum utilization of the available resources.;