AKSHAR ESTATES PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) These are the petitions filed for the purpose of obtaining the sanction of this court to a Composite Scheme of Arrangement involving De merger and Transfer of Real Estate Undertakings of Two Demerged/Transferor companies viz. Mas Chemicals Industries Private Limited, Samurai Holdings Private Limited to the Resulting Company viz. Arris Estates Private Limited and Demerger and Transfer of Portfolio Investment Undertakings of Four Demerged/Transferor companies viz. Akshar Estates Private Limited, Bar Magnet Investment Private Limited, Mas Chemicals Industries Private Limited, Samurai Holdings Private Limited to Resulting Company viz. Opel Securities Private Limited, Amalgamation of the Residue Undertakings of the Four Demerged Companies and 28 other Transferor Companies viz. Akshat Consultancy Limited, Alokik Agri Farms Private Limited, Anahat Buildcon Private Limited, Atik Land Developers Private Limited, Atire Land Developers Private Limited, Auxin Buildcon Private Limited, Bar Magnate Holdings Private Limited, Billet Estates Private Limited, Brahma Farms & Cultivators Private Limited, Camet Buildcon Private Limited, Clariant Buildcon Private Limited, Cony Realty Private Limited, Corbel Developers Private Limited, Croma Financial Services Private Limited, Denis Trades And Investments Private Limited, Epistyle Propcon Private Limited, Euroknit International Limited, Fillet Realty Private Limited, Fuji Finance Private Limited, Gabriel Trading Private Limited, Gama Fabric Sales Private Limited, Khadayata Decor Limited, Lovely Consultants Private Limited, Parpen Propcon Private Limited, Pratham Textiles Private Limited, Quilon Chemicals Private Limited, Saumya Textiles Private Limited, Stolon Fincon Services Private Limited with Sixvents Power & Engineering Limited, the Transferee Company as well as Restructure of Share Capital of the Four Demerged Companies in form of Utilisation of Security Premium Reserve Accounts, proposed under section 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 of the Companies Act, 1956.

(2.) It has been submitted that all these companies belong to the same group of management. The Board of Directors of these Companies thought it appropriate to propose a Composite Scheme whereby overall restructure of the business of all these companies is envisaged. This involves streamlining in accordance with the activities, minimizing the number of entities in order to avoid duplication of operative and administrative costs and amalgamate them for synergic benefits. The petitions provide the details of the benefits envisaged due to the proposed Composite Scheme.

(3.) It has been submitted that vide orders dated 21st April 2016 passed in Company Applications No.152 to 185 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of all the Demerged, Resulting as well as Transferor Companies were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured Creditors of these companies, except one viz. Khadayata Décor Limited who had placed on record the consent letter of the said Secured Creditor and hence dispensation of the meeting of the creditors was granted vide the abovereferred order. It has been pointed out that in case of four demerged companies, proposing the restructure of Capital in form of the Utilisation of Securities Premium Account, dispensation was granted from the procedure prescribed under Section 101(2) of the Companies Act, 1956 as well as the procedure prescribed under rule 48 to 65 of the Companies (Court) Rules 1959.