Allowed

M/s. Banker and Sons Builders Private Limited v. -

Telangana HC16 Sept 2014CP/133/2014

Case brief

AI extract

What is this about?

The court approved a scheme of demerger for four undertaken units of the petitioner company into four resulting companies, ruling that no objections were receivable from creditors or the public to warrant refusal of the relief sought. The petitioner was directed to file the order with the Registrar. No appeal was preferred.

What did the court decide?

The proposed scheme of demerger is approved; the petitioner shall deliver a certified copy of the order to the Registrar of Companies within 30 days.

M/s. Banker and Sons Builders Private Limited Vs - — Specific Performance | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.133 of 2014 Date:16.09.2014

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Between:

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M/s Banker and Sons Builders Private Limited

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……Petitioner/ (Demerged Company)

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Counsel for the Petitioner: Sri V.S.Raju

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The Court made the following:

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ORDER:

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This Company Petition is filed under Sections 391 and 394 of the Companies Act, 1956 (for short ‘the Act’) for sanction of the proposed scheme of demerger of Undertakings 2, 3, 4 and 5 of the petitioner (demerged Company) into M/s Nipa Housing and Infrastructure Private Limited (NHIPL), M/s Deepa Buildcon Private Limited (DBPL), M/s Rupa Ventures Private Limited (RVPL) and M/s Krupa Avenues Private Limited (KAPL), respectively, so as to be binding on all the shareholders, secured and unsecured creditors of the petitioner.

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The petitioner pleaded that it was incorporated under the Act on 14.03.1985; that its authorized share capital is Rs.25 lakhs divided into 25,000 equity shares of Rs.10/- each; and that the issued, subscribed and paid up capital is Rs.15,15,300/- divided into 15,153 equity shares of Rs.10/- each.

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The petitioner further pleaded that it has five Undertakings, viz., Undertaking Nos.1 to 5; that in order to focus on various activities of the company, its Board of Directors has decided to reorganize the company and demerge its specific business undertakings into sector specific Resulting Companies which would focus independently on such activities; that accordingly, in the meeting held on 21.01.2014, its Board of Directors has approved the scheme of demerger, whereunder it is resolved that Undertakings 2, 3, 4 and 5 of the petitioner will be demerged into NHIPL, DBPL, RVPL and KAPL respectively; that the appointed date is 01.01.2014; that its equity shareholders have given their No Objection affidavits to the proposed scheme of demerger, filed as Annexure-A13; and that this Court by order, dated 16.04.2014, in Company Application No.512 of 2014 dispensed with the meeting of the shareholders of the petitioner-company.

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The petitioner further pleaded that it has no secured

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creditors.

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As regards the unsecured creditors, the petitioner pleaded that it has availed unsecured loan from its Directors and shareholders and all of them have given their No objection letters to the proposed scheme of demerger, filed as Annexure A-12.

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In compliance of the direction of this Court, the petitioner has published newspaper advertisement informing the public that any person desirous of supporting or opposing this Company Petition should send to the petitioner’s advocate notice of his intention signed by him or his advocate, with his name and address, so as to reach the petitioner’s advocate not later than two days before the date fixed for hearing of the Company Petition. This publication was made on 09.07.2014.

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Sri V.S.Raju, the learned counsel for the petitioner, submitted that he has not received intimation from any person regarding his/her intention of supporting or opposing this Company Petition.

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In pursuance of the directions of this Court, the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, filed a common report, dated 03.09.2014, wherein it is stated that in pursuance of General Circular No.1 of 2014, dated 15.01.2014, issued by the Ministry of Corporate Affairs, New Delhi, comments from the Income Tax Department were invited by him, vide letter, dated 11.07.2014, and that no comments/remarks from the Income Tax Department have been received in response to the said notice It is further stated that the petitioner-company is regular in filing the statutory returns and that no complaints, no investigations are pending against the petitioner and the Resulting Companies.

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In the light of the above facts and the report of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad coupled with the submission of the learned counsel for the petitioner that no objections have been received from any person pursuant to the public notice, I do not find any reason not to grant the relief sought by the petitioner.

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Accordingly, the proposed scheme of demerger is approved. The petitioner shall, within 30 days from the date of receipt of a copy of this order, cause a certified copy of the same to be delivered to the Registrar of Companies, Andhra Pradesh, Hyderabad and take all other consequential actions in pursuance of the approval of the scheme of demerger.

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The Company Petition is, accordingly, allowed.

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16^th September, 2014

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____________________________ JUSTICE C.V.NAGARJUNA REDDY

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M/s. Banker and Sons Builders Private Limited v. -

Case brief

What is this about?

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M/s. Banker and Sons Builders Private Limited v. -

Case brief

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