Allowed

M/s. Krupa Avenues Private Limited v. -

Telangana HC16 Sept 2014CP/137/2014

Case brief

AI extract

What is this about?

This Court allowed a Company Petition filed under Sections 391 and 394 of the Companies Act, 1956, sanctioning the proposed scheme for demerger of undertakings of Banker and Sons Builders Private Limited into several resulting companies. The Court approved the scheme after noting the absence of objections.

What did the court decide?

The proposed scheme of demerger is approved and sanctioned by this Court. The petitioner is directed to cause a certified copy of the order to be delivered to the Registrar of Companies within 30 days

M/s. Krupa Avenues Private Limited Vs - — Company and Corporate | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.137 of 2014 Date:16.09.2014

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Between: M/s Krupa Avenues Private Limited, Secunderabad, reptd., by its Director-Krupa Sidharth Lakhani

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……Petitioner/ (Resulting Company No.4)

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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 M/s Banker and Sons Builders Private Limited (demerged Company) (BSPL) into M/s Nippa Housing and Infrastructure Private Limited (NHIPL), M/s Deepa Buildcon Private Limited (DBPL), M/s Rupa Ventures Private Limited (RVPL), the petitioner (Resulting Company No.4), respectively, so as to be binding on all the shareholders of the petitioner-Company.

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The petitioner pleaded that it was incorporated under the Act on 10.12.2013; that its authorized share capital is Rs.1 lakh lakhs divided into 10,000 equity shares of Rs.10/- each; and that the issued, subscribed and paid up capital is Rs.1 lakh divided into 10,000

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equity shares of Rs.10/- each.

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The petitioner further pleaded that in order to focus on various activities of the Company, the Board of Directors of BSPL (Demerged company) has decided to reorganize the company and demerge its specific business undertakings into sector specific Resulting Companies, as referred above, which would focus independently on such activities; that in the meeting of the petitioner-company held on 21.01.2014, its Board of Directors has approved the scheme of demerger, whereunder it is resolved that Undertaking No.5 of BSPL (Demerged-Company) will be demerged into the petitioner-company (Resulting Company No.4); 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 AnnexureA12; and that this Court by order, dated 16.04.2014, in Company Application No.516 of 2014 dispensed with the meeting of the shareholders of the petitionercompany.

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The petitioner further pleaded that it has no secured and unsecured creditors.

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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

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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 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 (Resulting Company No.4) is yet to file the statutory returns as it was incorporated in December, 2013 and that no complaints, no investigations are pending against the petitioner-company, other Resulting Companies and the demerged company.

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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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The Company Petition is, accordingly, allowed and the proposed scheme of demerger is approved. The petitioner shall, within 30 days from the date of receipt

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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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JUSTICE C.V.NAGARJUNA REDDY

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16^th September, 2014 DR

M/s. Krupa Avenues Private Limited v. -

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M/s. Krupa Avenues Private Limited v. -

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