UI Wealth Advisors Private Limited And Anr. Vs

The present Application under section 230(1)(b) of the Companies Act, 2013 (the Act) seeks certain orders in respect of the proposed Scheme of

Merger between UI Wealth Advisors Private Limited (Transferor Company) and Urban Infrastructure Venture Capital Limited (Transferee

Company) (Hereinafter to be referred collectively as the Applicant Companies) and their respective shareholders.

The Authorized Representative appearing for the Applicant Companies submits that C.A. (CAA) No. 1227 of 2019 was heard and allowed by this

Bench on 12.03.2020 and an interim order allowing the Application was uploaded.

However, due to the Nationwide Lockdown imposed by the Central Government in the wake of Global Covid â€" 19 Pandemic, the Office of this

Tribunal was then closed. Besides, one of the members of the Bench (which heard the Application) was also transferred and the detailed order

allowing the Application was not signed by the constituent members of the Bench and hence not uploaded for general information. Thus, as of date

there is no detailed First Motion Order in C.A. (CAA) No. 1227 of 2019 is available.

This Bench by invoking Rule 152(4) of the NCLT Rules, 2016 allowed the praecipe filed by the Applicant Companies and listed the Application on

04.12.2020 for hearing.

That the Board of Directors of the Applicant Companies in their respective meetings held on 22.05.2018 approved the Scheme. The Appointed date

fixed under the Scheme is 1st April, 2018.

The rationale for the Scheme is that the Demerger would result in the following benefits:

a. A consolidation of the Transferor Company and the Transferee Company by way of Merger would lead to a more efficient utilization of capital and

facilitate creation of a linear shareholding structure.

b. Post the Merger, the Transferor Company would stand dissolved and this will enable the rationalization of holding structure, a decrease in

compliance, a reduction in overall administrative costs and procedural work and eliminate duplication of work and an increase in operational

efficiencies.

c. The Scheme will not impose any additional burden and shall be beneficial and in the best interests of the shareholders, employees of the Transferor

Company, the Transferee Company and all concerned as whole.

d. Pursuant to the implementation of the Scheme, the objects of the Transferor Company and the Transferee Company can be conveniently,

advantageously and economically carried on by a single entity.

e. The Scheme will not affect the normal business operations of the Transferee Company, but would improve the same.

That all the Equity Shareholders of the First Applicant company are concerned, First Applicant Company is a wholly owned subsidiary of the

Second Applicant Company and the Second Applicant Company and its nominees are the only shareholders of the First Applicant Company who have

given their consents in writing on Affidavits annexed as ‘Annexure A-14 to A-20’ to the Application.

That all the Equity Shareholders (Seven) of the Second Applicant Company have given their consent affidavits, annexed as ‘Annexure A-23 &

A-29’ to the Application.

There are no Secured and Unsecured Creditors in the Applicant Companies.

We have heard the Authorized Representative of the Applicant Companies and have perused the records. In consideration of the materials

indicated supra the following order is passed.

ORDER

a. The Application be and the same is allowed.

b. The meetings of the following are dispensed with.

i. the Equity Shareholders of the First Applicant Company.

ii. the Equity Shareholders of the Second Applicant Company.

c. The Applicant Companies are directed to serve copy of the Company Scheme Application upon: (i) Regional Director (Western Region), Ministry

of Corporate Affairs, Mumbai; (ii) Registrar of Companies, Maharashtra, Mumbai; (iii) Income Tax Authority within whose jurisdiction the Applicant

Companies' assessments are made, complete with PAN of the Company concerned pursuant to section 230(5) of the Act and as per Rule 8 of the

Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal within 30 days of the date of

receipt of the notice it will be presumed that the Authorities have no objection to the Scheme.

d. The First Applicant Companies shall serve notice of Application along with a copy of the Scheme upon the Official Liquidator pursuant to Section

230(5) of the Act. The Tribunal hereby appoints M/s Bhupendra G. Fafadia & Co., Chartered Accountants having address at 412, 4th Floor, Navjivan

Commercial Premises Co- Op. Society Limited., Building No.3, Office No. 12, Lamington Road, Mumbai [Contact: 23011800,

bhupendra@fafadiag.net] with remuneration of Rs. 1,00,000/- (Rupees One Lakh only) to assist the Official Liquidator in scrutinizing the books of

Accounts of the First Applicant Company. The Official Liquidator shall submit its report/representation to this Tribunal. If no response is received by

the Tribunal from the Official Liquidator within a period of thirty (30) days, it would be presumed that the Official Liquidator has no objection to

proposed Scheme as per Rule 8 of the Rules.

e. The Applicant Companies shall file compliance report with the Registry in regard to the directions given in this Order, in lieu of customary affidavit

of service, due to the prevailing lockdown warranted by Covid- 19 pandemic, for proving service of notice on the Regulatory Authorities as stated

above.

ORDER

The matter is taken up on VC. Ld. Counsel for the Applicant is present. The mentioning praecipe filed by the Applicant is taken on record. Heard and

allowed. This matter was previously heard by another Bench, wherein one of the Members was transferred and the order was not uploaded. This

Application was taken under Rule 152(4) of the NCLT Rules, 2016. Heard the Counsel for the Applicant. The Application is allowed, vide separate

order.