Agafiya Trading Private Limited Vs

Shyam Babu Gautam, Member (Technical)

The Bench is convened by videoconference.

Learned Counsel for the Applicant Companies states that the present Scheme is a Composite Scheme of Merger between Agafiya Trading Private Limited (First Transferor Company) and Amora Realtors Private Limited (Second Transferor Company) and Indobond Packaging Private Limited (Third Transferor Company) and Meticulous Realtors Private Limited (Fourth Transferor Company) and Myown Homes Private Limited (Fifth Transferor Company) and Envigreen Realtors Private Limited (Sixth Transferor Company) and Task Realtors Private Limited (Seventh Transferor Company) and Velocity Realtors Private Limited (Eighth Transferor Company) and Verdana Trading Private Limited (Ninth Transferor Company) and Yardstick Properties Private Limited (Tenth Transferor Company) and Omkar Realtors Space Development Private Limited (Transferee Company) and their respective shareholders under sections 230 to 232 of the Companies Act, 2013 (“Scheme”).

Learned Counsel for the Applicant Companies states that the Board of Directors of the Applicant Companies in their respective meetings conducted on 18th March 2022 have approved the Scheme. The Appointed Date fixed under the Scheme is 01st January 2022.

The rationale for the proposed Scheme is as under:

(a) Streamlining, rationalizing and simplification of the group holding structure by way of reduction in number of entities, resulting in ease of management of Transferee Company.

(b) Leverage combined assets and build a stronger sustainable business by enabling optimal utilization of existing resources and provide an opportunity to fully leverage assets, capabilities, experience and infrastructure of the Transferor Companies.

(c) Reduction in overheads including administrative, managerial overlaps and other expenditure, and optimal utilization of resources by elimination of duplication of activities and related costs.

(d) Reduction in multiplicity of legal and regulatory compliance at present carried out separately by the Transferor Companies and the Transferee Company and promote organizational efficiencies with achievement of greater economies of scale.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 1, which are annexed as ‘Exhibit Z-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 2, which are annexed as ‘Exhibit AA-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 3 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the(2) two Equity Shareholders of the Applicant Company No. 3, which are annexed as ‘Exhibit AB-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 4 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 4, which are annexed as ‘Exhibit AC-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 5 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 5, which are annexed as ‘Exhibit AD-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 6 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 6, which are annexed as ‘Exhibit AE-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 7 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 7, which are annexed as ‘Exhibit AF-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 8 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 8, which are annexed as ‘Exhibit AG-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 9 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 9, which are annexed as ‘Exhibit AH-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 10 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 10, which are annexed as ‘Exhibit AI-1’ to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No. 11 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent affidavits given by the (2) two Equity Shareholders of the Applicant Company No. 11, which are annexed as ‘Exhibit AJ-1’ to the Company Scheme Application.

That the counsel for the Applicant Companies submits that there are no Secured Creditors in the Applicant Company No. 1, Applicant Company No. 2, Applicant Company No. 3, Applicant Company No. 4, Applicant Company No. 5, Applicant Company No. 6, Applicant Company No. 7, Applicant Company No. 8, Applicant Company No. 9, Applicant Company No. 10 and Applicant Company No. 11 as mentioned in Para 104 to 114 of the Application.

There  are  3  Unsecured  Creditors  of  the  value  of  Rs. 1,06,78,249/- of the Applicant Company No. 1 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 1 of value Rs. 99,84,249/- (93.51%), which were annexed as ‘Exhibit AV-1’ to the Company Scheme Application.

There  are  3  Unsecured  Creditors  of  the  value  of  Rs. 11,70,60,168/- of the Applicant Company No. 2 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 2 of value Rs. 11,70,57,668/- (99.99%), which were annexed as ‘Exhibit AW-1’ to the Company Scheme Application.

There is 1 Unsecured Creditor of the value of Rs. 5,000/- of the Applicant Company No. 3 as on 31st December 2021 which has been paid off as on date. That the convening and holding the meeting of the Unsecured Creditor of the Applicant Company No. 3 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is not required to be convened and is dispensed with.

There are 2 Unsecured Creditors of the value of Rs. 20,16,232/- of the Applicant Company No. 4 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 4 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (1) one Unsecured Creditor of the Applicant Company No. 4 of value Rs. 20,13,732/- (99.88%), which were annexed as ‘Exhibit AY-1’ to the Company Scheme Application.

There are no Unsecured Creditors in the Applicant Company No. 5 as mentioned in Para 119 of the Application.

There  are  7  Unsecured  Creditors  of  the  value  of  Rs. 10,89,56,077/- of the Applicant Company No. 6 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 6 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 6 of value Rs. 10,67,75,909/- (98.00%), which were annexed as ‘Exhibit BA-1’ to the Company Scheme Application.

There are 2 Unsecured Creditors of the value of Rs. 8,05,371/- of the Applicant Company No. 7 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 7 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 7 of value Rs. 8,05,371/- (100.00%), which were annexed as ‘Exhibit BB-1’ to the Company Scheme Application.

There are 2 Unsecured Creditors of the value of Rs. 7,88,479/- of the Applicant Company No. 8 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 8 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 8 of value Rs. 7,88,479/- (100.00%), which were annexed as ‘Exhibit BC-1’ to the Company Scheme Application.

There  are  2  Unsecured  Creditors  of  the  value  of  Rs. 6,50,10,340/- of the Applicant Company No. 9 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 9 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditor of the Applicant Company No. 9 of value Rs. 6,50,10,340/- (100%), which were annexed as ‘Exhibit BD-1’ to the Company Scheme Application.

There are 2 Unsecured Creditors of the value of Rs. 44,64,603/- of the Applicant Company No. 10 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 10 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consent given by (1) one Unsecured Creditor of the Applicant Company No. 10 of value Rs. 44,62,103/- (99.94%), which were annexed as ‘Exhibit BE-1’ to the Company Scheme Application.

There  are  3  Unsecured  Creditors  of  the  value  of  Rs. 12,33,49,676/- of the Applicant Company No. 11 as on 31st December 2021. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company No. 11 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Composite Scheme of Merger of Agafiya Trading Private Limited and Amora Realtors Private Limited and IndoBond Packaging Private Limited and Meticulous Realtors Private Limited and Myown Homes Private Limited and Envigreen Realtors Private Limited and Task Realtors Private Limited and Velocity Realtors Private Limited and Verdana Trading Private Limited and Yardstick Properties Private Limited with Omkar Realtors Space Development Private Limited and their respective shareholders is dispensed with in view of the consents given by the (2) two Unsecured Creditors of the Applicant Company No. 11 of value Rs. Rs. 12,33,41,426/- (99.99%), which were annexed as ‘Exhibit BF-1’ to the Company Scheme Application.

The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice, it will be presumed that Regional Director and/ or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Applicant Companies to serve the notice upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, If no response is received by the Tribunal from the Registrar of Companies within 30 days of the date of receipt of the notice, it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules. 2016.

The Applicant Companies to serve the notice on the concerned Income Tax Authority within whose jurisdiction,

Sr.

No.

Applicant     Companies

name

PAN No.

Income Tax address

1.

Agafiya             Trading

Private Limited

AAJCA4396F

Ward  2(1),  Qureshi

Mansion, Thane

2.

Amora             Realtors Private Limited

AACCO0827A

Ward              7(3)(1),

Aaykar        Bhawan, Mumbai

3.

Indobond     Packaging Private Limited

AADCI8061K

Ward              7(2)(1),

Aaykar        Bhawan, Mumbai

4.

Meticulous     Realtors Private Limited

AAFCM4612C

Ward           16(3)(1),

Aaykar       Bhawan, Mumbai

5.

Myown              Homes Private Limited

AAHCA1227H

Ward            16(3)(1),

Aaykar        Bhawan, Mumbai

6.

Envigreen       Realtors Private Limited

AABCO9532B

Ward            16(3)(1),

Aaykar        Bhawan, Mumbai

The Applicant Company’s assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Income Tax Authority within 30 days of the date of receipt of the notice, it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

The Transferor Companies are also directed to serve intimations of the Scheme upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its representation to the Tribunal. If no representation / response is received by the Tribunal from Official Liquidator, High Court, Bombay within a period of 30 days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation / objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Applicant Companies to file an affidavit of service within 10 working days after serving to notice to all the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.

The Appointed Date is 1st January, 2022