Vadehra Builders Private Limited And Vadehra Art Gallery Private Limited Vs

Bhaskara Pantula Mohan Member (Judicial)

This is joint application filed by the Applicant companies herein, Vadehra Builders Private Limited ("Demerged Company") and Vadehra Art Gallery Private Limited ("Resulting Company"), under the provisions of Sections 230-232 of Companies Act, 2013 ("Act, 2013"), and other applicable provisions of the Act, 2013   r/w   Companies (Compromises,   Arrangements   and Amalgamations)  Rules, 2016 ("Rules")  in  relation  to  the  Scheme  of Arrangement by way of Demerger ("Scheme") proposed between the Applicant Companies.

Affidavits in support of the above application have been sworn by Mr. Aseem Vadehra and Ms. Ritu Vadehra being the authorized representatives vide Board Resolution dated 30.06.2021.  It is also represented that the registered offices of the Applicant Companies are situated in the NCT of New Delhi and within the territorial jurisdiction of this Tribunal. The appointed date as specified in the Scheme is 01.04.2021.

The Demerged Company is a private limited company incorporated on  30.09.1983 in the name and style of "Vadehra Builders Private Limited" under the provisions of Companies Act, 1956 bearing Company Identification Number ("CIN") U45201 DL1983 PTCO 16662 with Registrar of Companies, NCT of Delhi and Haryana, ("RoC") having its registered office at D-40, Defence Colony, New Delhi - 110024.  The Demerged Company is engaged in the business of builders, general and government contractors and engineers, to build, purchase, acquire land, building etc. The Authorized Share Capital of the Transferor No.1 Company is Rs.75,00,000 divided into 75000 equity shares of Rs. 100 each, while its issued, subscribed and paid-up capital is Rs. 50,00,000 divided into 50,000 equity shares of Rs. 100 each.

The Resulting Company is a private limited company incorporated under the provisions of the Act, 2013 on 21.08.2019 having CIN U9249 0DL2019 PTC3 54096 registered with Registrar of Companies, NCT of Delhi & Haryana in the name and style of "Vadehra Art Gallery Private Limited" and having its registered office at D-40, Defence Colony, New Delhi - 110024.The Resulting Company is engaged in the business to develop, own manage and run art galleries for exhibition of art work etc. The Authorized Share Capital is of Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10 each, while its issued, subscribed, and paid-up share capital of Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10 each.

The Applicant Companies have filed their respective Memorandum and Articles of Associations, inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the financial Years 2017-18, 2018-19 and 2019-20. Provisional Balance Sheet as on 31.03.2021 is also annexed herewith.

The Applicant Companies, vide meeting of Board of Directors held on 30.06.2021 have unanimously, approved the proposed Scheme of Arrangement as contemplated above. Copies of respective resolutions passed in the said respective board meetings have been placed on record.

7 With regard to the Demerged Company it is stated as under:

(i) The  company  has  four Equity  Shareholders,  certificate from Chartered Accountants certifying list of shareholders is annexed and all have given their respective consent by way of affidavits holding 100%  of voting share.

(ii)   The  Company  has  ten  Secured  Creditors,  Certificate  from Chartered Accountants certifying list of Secured Creditor is annexed and  6 secured creditors out of total have given their consented by way of affidavits holding 92.17% of total value and the same have been placed on record.

(iii) The company has Four hundred eighty eight Unsecured Creditor, Certificate from Chartered Accountants certifying list of Unsecured Creditors is annexed and 200 out of the total have given their consented  by way of affidavits holding 90.6% of total value and the same have also been placed on record.

With regard to the Resulting Company it is stated as under:

(i) The  company has  four equity  shareholders,  certificate  from Chartered Accountants certifying list of shareholders is annexed and all have given their respective consents and no objection by way of affidavits holding 100% of voting share.

(ii) The Company has Ni! Secured Creditor, Certificate from Chartered Accountants certifying list of Secured Creditors is annexed.

(iii)  The company has one Unsecured Creditors, Certificate from  Chartered Accountants certifying list of Unsecured Creditors is annexed.

The Ld. Counsel for the Applicant Companies has submitted that the rationale of the demerger is separation of Art Gallery Business Division, by way of this Scheme, including its business, undertaking and investments from the Demerged Company into Resulting Company which would lead to significant benefits including a dedicated management focus and accelerated growth and consequent unlocking of value for the shareholders of Demerged Company as nature of risk and competition involved in each of the businesses is distinct, necessitating different management approaches and focus.

The  Applicant  Companies  have  submitted that no proceedings  for inspection, inquiry or investigation under the provisions of the Act, 2013 or under the provisions of the Companies Act, 1956 is pending against any of the Applicant Companies.

The Certificates dated 04.09.2021 issued by the statutory auditor of the Applicant  Companies  have  been  placed  on  record  confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Act, 2013.

Taking into consideration the submissions and the documents placed on record, we issue the following directions with respect to convening/holding or dispensing  with  the  meetings  of the  Equity  Shareholders,  Secured  and Unsecured Creditors as follows:

A. In relation to the Demerged Company:

a. With respect to Equity shareholders: In view of consent affidavits from all equity shareholders having 100% voting share been filed, convening the meeting of shareholders is dispensed with.

b. With respect to Secured Creditor: In view of the consent affidavits from 6 out of total 11 Secured Creditors holding 92.17% of total value have  been  filed,  convening the  meeting of Secured  Creditors  is dispensed with.

c. With respect to Unsecured Creditors: In view of the Consent affidavits from 200 out of 488 Unsecured Creditors holding 90.693% of total value convening the meeting of Unsecured Creditors is dispensed with.

B.   In relation to the Resulting Company:

a.   With respect to Equity shareholders: In view of consent affidavits, from all the equity shareholders having 100% voting share been filed, convening the meeting of shareholders is dispensed with.

b.  With respect to Secured Creditors: In view of Nil Secured Creditors, the issue of convening a meeting of the Unsecured Creditor is obviated.

c.   With respect to Unsecured Creditors: In view of consent affidavit from one Unsecured Creditors, the issue of convening a meeting of the Unsecured Creditor is dispensed with.

All the aforesaid directions are to be complied with by the Applicant Companies strictly in accordance with the applicable law including forms and formats  contained  in  the  Companies (Compromises,  Arrangements,  and Amalgamations) Rules, 2016 as well as in terms of the provisions of the Companies Act, 2013.

The application stands allowed in the aforesaid terms.

Let the copy of the order be served to the parties.