Bradma Logistics Parks Private Limited Vs

Suchitra Kanuparthi, Member (Judicial)

The Court convened by video - conference.

The Learned Counsel for the Applicant Companies submits that the present Scheme is a Scheme of Arrangement and Amalgamation amongst Bradma Logistics Parks Private Limited (Applicant Company 1), Wellknown Chemicals Private Limited (Applicant Company 2), Wellknown Enterprises Private Limited (Applicant Company 3), Wellknown Hitech Projects Private Limited (Applicant Company 4), Wellknown Landmark Ventures Private Limited (Applicant Company 5), Wellknown Logistics Private Limited (Applicant Company 6), Wellknown Synthetics Private Limited (Applicant Company 7), Wellknown Technologies Private Limited (Applicant Company 8) and Wellknown Textile Industries Private Limited (Applicant Company 9) ("collectively Applicant Companies") are entering into a scheme of arrangement and amalgamation ("scheme").

The Learned Counsel for the Applicant Companies submits that all of the Applicant Company 1 is engaged in the business of to undertake and carry on the trades and business of export and import, consolidators, shippers, ship-owners, container repairers and hirers, ship brokers, shipping agents, carriers, multi model carriers including but not limited to the transportation by rail, road, air and sea or a combination thereof, carrying and forwarding agents, ship and / or air charterers, ship managers, tug-owners, loading brokers, freight contractors, carriers by water transport, haulage, cargo owners, shipping engineers, ship stores, ship merchants, ship husbands, stevedores, wharfingers, salvers and bunkering agents, Non-Vessel Owning Commission Carriers (NVOCC) agency, whether directly or as agent or otherwise and for this purpose purchase, operate or otherwise acquire warehouse and/or containers freight station in any part of India or abroad.

Applicant Company 2 is engaged in the business of enter into the partnership or into any arrangement for sharing profits amalgamation union of interests, co-operation of otherwise with any personal/persons or company carrying on, or engaged in any business undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the company, and to lend money to guarantee the contracts for otherwise, assists and such person firm or company, and to place, take or otherwise acquire and hold shares in any such company.

Applicant Company 3 is engaged in the business of do business of farming, horticulture, floriculture, sericulture, cultivators, growers, millers, grinders, rollers, processors, cold storages, canners, preservers of ood grains, food products, seeds, agricultural products, stock-feeds, farm products, fruits, proprietors of orchards and traders, exporters, sellers of and dealers in products of farming, horticulture, floriculture, sericulture and pisciculture.

Applicant Company 4 is engaged in the business of conceive the idea, plan, organize, set up, implement and execute the idea of carrying on the business activities in the various fields as developers of land, colonies, channels, canals, wells, springs, power plants, wharfs, ports, reservoirs, embankment, irrigation, bridges, shopping complex, multiples, arcades, industrial sheds, go-downs, building structures, apartments, row house, maisonettes, dwelling house, guest houses, office premises, residential plots, commercial plots, industrial plots, roads, culverts and to act as architects, designers, contractors, sub-contractors for all types of constructions and development work for private sector, government departments, semi-government departments and to develop the sites and plots and to carry on the business activities pertaining to acquisition, purchase, lease, exchange, hire or otherwise all types of land and properties of any tenure or any interest in the same or to dismantle, erect and construct the houses, row houses, duplex, buildings, townships, tunnels, warehouses, multi-storey buildings, complexes, shopping malls, dams, bridges etc.

Applicant Company 5 is engaged in the business of do business of construction, building, operating, managing roads, bridges, highways, ports, industrial and software technology parks sewage and drainage systems and various other infrastructure projects in India or elsewhere and in that respect to lay, out, develop, construct, build, erect, demolish, re-erect, alter, re-model or do any other work in connection with any building scheme, roads, highways, expressways, docks, ships, sewers, bridges, flyovers, tramways, metros, ropeways, monorails, canals, wells, springs, multi-storeyed, power plants, wharves, ports, reservoirs' embankments, irrigation improvements, sanitary, water, gas, electric light, telephonic and power supply works or any other structural or architectural work of any kind whatsoever and for such purpose to prepare estimates designs, plants specifications or models and to such other or nay act that may be the requisite thereof and to purchase, acquire, take on lease, or in exchange or in any other lawful manner any other land, building, multi-storied structures and to turn to the same into real estate, account, develop the same and dispose off or maintain the same and to build townships, markets or other building or convenience thereon and to equip the same or any part thereof with all any amenities or conveniences, drainage facilities, electric, telegraphic, telephonic, televisions and to deal with same in any manner whatsoever.

Applicant Company 6 is engaged in the business of undertake and carry on the trades and business of export and import, consolidators, shippers, ship-owners, container repairers and hirers, ship brokers, shipping agents, carriers, multi model carriers including but not limited to the transportation by rail, road, air and sea or a combination thereof, carrying and forwarding agents, ship and / or air charterers, ship managers, tug-owners, loading brokers, freight contractors, carriers by water transport, haulage, cargo owners, shipping engineers, ship stores, ship merchants, ship husbands, stevedores, wharfingers, salvers and bunkering agents, Non- Vessel Owning Commission Carriers (NVOCC) agency, whether directly or as agent or otherwise and for this purpose purchase, operate or otherwise acquire warehouse and/ or containers freight station in any part of India or abroad.

Applicant Company 7 is engaged in the business of carry on the business of the importing, exporting seller spinners, doublers, weavers, knitters, processors, dyes, fabricators and ginning, shinning, weaving, dyeing, bleaching, printing, manufacturing, bailing pressing, selling, buying, importing, and otherwise dealing in cotton, kapaas, yarn, waste yarn, waste jute, keep, flux, linen cloth and other fabrics, textiles, manufactures of textiles, synthetics, cotton, wools, silk art silk rayon, flax, hemp, linen, jute and other fibrous materials texturized goods and to transact all manufacturing curing, preparing, dying, colouring and bleaching process and to purchase and to tend the raw materials and manufactured articles and to prepare process, spin, weave, knit, comb, dye, manufacture, buy, sell, import, export, exchange, and deal in cotton kapaas, wool, silk, art-silk, rayon, flax, hemp, jute and other fibrous substances as well as in linen cloth and other goods and fabrics whether textile, felted, netted, or looped.

Applicant Company 8 is engaged in the business of carry on the business to deliver systems/ technology led interactive or otherwise education to students, Corporates and homes across the globe, setting up learning network centres and education institutions and to building content & design education deliver/ methods through Television, Computer, Multimedia, Internet VSAT, DTH and other Emerging Technologies to source and distribute service relevant to audiences address by the education network.

Applicant Company 8 is To be carry on the business of manufacturing, importing, exporting, buying, selling and to acquire comb, prepare, spin, twist, dye and deal in flax, hemp, jute, wool, cotton, silk, art-silk, synthetic and other fibres thereof, and to weave buy, sell and otherwise deal or traffic in yarn, cloth and other fibrous products including dressing and furnishing materials, rope, fish netting and other nets, parachutes, tents, uniforms, ready-made garments, made-ups, carpet and carpet backing, blankets, padding knitted goods, woven and non-woven bags, hosiery, gloves, sewing thread, tire cord and hose belts.

The Learned Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies vide resolution dated 14th August 2021, approved the Scheme of Arrangement and Amalgamation. The Appointed Date of the Scheme is 01.04.2021.

The Learned Counsel for the Applicant Companies submits that following is the rationale of the Scheme:

(a) Combine the businesses for better performance;

(b) Simplified group and business structure;

(c) Elimination of multiplicity of companies leading to synergies in operations, achieving efficiencies and economies of scale and reduction in operational costs, overheads, administrative and other expenditure; and

(d) Enable regulatory / procedural compliances being made by a single unified company, thus resulting in cost saving and saving in fees / duties which were otherwise being required to be paid separately by each of the two companies for making various statutory and regulatory compliances and for such other purposes.

The Learned Counsel for the Applicant Companies submits that the consideration for the Scheme is as follows:

Upon the Scheme becoming effective and in consideration of the Amalgamation of the Transferee Company with Transferor Companies, in terms of this Scheme, Transferee Company shall, without any further application or deed, issue and allot to the shareholders of Transferor Companies (whose name appears in the register of members as on the Record Date and who are entitled to be issued), shares by transferee Company, in the ratio as follows:

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue NIL Equity shares of Applicant Company No.9 to the Shareholders of the Applicant Company No.1 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 94 (Ninety-Four) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 1 (One) equity share of face value of Rs.10/- (Ten) each fully paid held by shareholders in Applicant Company No.2 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 317 (Three Hundred and Seventeen) Equity Shares of Applicant No. 9 of face value of Rs.10/-(Ten) each fully paid up for 1 (One) equity share of face value of Rs.10/- (Ten) each fully paid held by shareholders in Applicant Company No.3 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 7 (Seven) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 4 (Four) equity shares of face value of Rs.10/- (Ten) each fully paid held by shareholders in Applicant Company No.4 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9, i.e. the Transferee Company shall issue 15 (Fifteen) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 13 (Thirteen) equity shares of face value of Rs.10/-(Ten) each fully paid held by shareholders in Applicant Company No.5 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 4 (Four) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 3 (Three) equity shares of face value of Rs.10/- (Ten) each fully paid held by shareholders in Applicant Company No.6 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 55 (Fifty-Five) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 17 (Seventeen) equity shares of face value of Rs.10/-(Ten) each fully paid held by shareholders in Applicant Company No. 7 as on the Record Date.

Share Exchange Ratio: Applicant Company No.9 i.e. the Transferee Company shall issue 43 (Forty-Three) Equity Shares of Applicant Company No.9 of face value of Rs.10/- (Ten) each fully paid up for 9 (Nine) equity shares of face value of Rs.10/- (Ten) each fully paid held by shareholders in Applicant Company No.8 as on the Record Date.

The Learned Counsel for the Applicant Companies submits that insofar as the shareholders of all the Transferor Companies and the Transferee Company are concerned, there are 3 (Three) Equity Shareholders in Applicant no.1, 3 (Three) Equity Shareholders in Applicant no. 2, 2 (Two) Equity Shareholders in Applicant no. 3, 3 (Three) Equity Shareholders in Applicant no. 4, 2 (Two) Equity Shareholders in Applicant no. 5, 2 (Two) Equity Shareholders in Applicant no. 6, 3 (Three) Equity Shareholders in Applicant no. 7, 5 (Five) Equity Shareholders in Applicant no. 8 and 9 (Nine) Equity Shareholders in Applicant no. 9 and that they have procured the consent affidavits from all the Equity Shareholders of the Applicant Companies which are annexed to the Company Application.

In view of the fact that all the Equity Shareholders of all the Applicant Companies have given their consent affidavits, the meetings of the Equity Shareholders of all the Applicant Companies are hereby dispensed with.

That there are no Secured Creditors in the Applicant Companies therefore, there is no question of convening of meetings of the Secured Creditors of the Applicant Companies.

The Applicant no. 1 is having 1 (One) unsecured creditor, the Applicant no. 2 is having 5 (Five) unsecured creditors, the Applicant no. 3 is having 4 (Four) unsecured creditors, the Applicant no. 4 is having 4 (Four) unsecured creditors and the Applicant no. 5 is having 5 (Five) unsecured creditors, the Applicant no. 6 is having 5 (Five) unsecured creditors, the Applicant no. 7 is having 1 (One) unsecured creditor, the Applicant no. 8 is having 4 (Four) unsecured creditors and the Applicant no. 9 is having 3 (Three) unsecured creditors. The Learned Counsel submits that all the Unsecured Creditors of Applicant Companies have given their consent in writing by way of an individual Affidavit agreeing to the scheme and also consented to waive the holding and convening of the meetings of the creditors of the Applicant Companies concerned. Copies of these consent Affidavits are annexed to the Company Application.

In view of the fact that all the Unsecured Creditors of all the Applicant Companies have given their consent affidavits, the meetings of the Unsecured Creditors of all the Applicant Companies are hereby dispensed with.

The Applicant Companies are directed to serve notices of present Application along with its enclosures upon :(i) the Central Government through the Regional Director, Western Region, Ministry of Corporate Affairs; (ii) the Registrar of Companies at Mumbai; and (iii) the Income Tax Authority at DCIT, Circle 4(3)(1) (for Applicant Company 1 having PAN No. AADCB5029Q), DCIT, Circle (4)(3)(1) (for Applicant Company 2 having PAN No. AAACW2820R), ITO Ward 3(3)(3) (for Applicant Company 3 having PAN No. AAHCA2927L), DCIT, Circle 4(3)(1) (for Applicant Company 4 having PAN No. AAACW2931R), ITO Ward (3)(1) (for Applicant Company 5 having PAN No. AAACW9220D), ITO Ward 4(3)(1) (for Applicant Company 6 having PAN No. AAACW9221C), DCIT, Circle 4(1)(1) (for Applicant Company 7 having PAN No. AAACW2898M), ITO Ward 3(3)(3) (for Applicant Company 8 having PAN No. AAECM3469J), and ITO Ward 3(3)(3) (for Applicant Company 9 having PAN No. AAACW0552A) (iv) the Goods and Services Tax authorities concerned, and other sectoral regulators concerned or authorities, if any, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromise, Arrangements and Amalgamations) Rules. 2016. If no response is received by the Tribunal from such authorities within 30 (thirty) days of the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme.

Transferor Companies are also directed to serve notice upon Official Liquidator, High Court, Bombay, 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 Tribunal is appointing M/s A.K. Govil & Co. Chartered Accountants, having their address at C- 602, Hotel Arch, Opp. Natraj Market S.V Road, Malad (West), Mumbai-400064, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Companies for the last 5 years and submit its report to the Tribunal. The Transferor Companies to pay fees of Rs.2,00,000/- for this purpose. 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 he has no representation / objection to the proposed Scheme as per rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Applicant Companies shall file a compliance report with the Registry in regard to the directions given in this Order in lieu of the customary affidavit of service, due to the current COVID-19 pandemic situation prevailing now.

Ordered accordingly.