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In the matter of : Pacific Infra build Private Limited & Others


Company & Directors' Information:- J T L INFRA LIMITED [Active] CIN = L27106CH1991PLC011536

Company & Directors' Information:- H N COMPANY INFRA PRIVATE LIMITED [Active] CIN = U45201NL2005PTC007743

Company & Directors' Information:- N A R INFRA PRIVATE LIMITED [Active] CIN = U45209TG2010PTC066556

Company & Directors' Information:- T AND T INFRA PRIVATE LIMITED [Active] CIN = U45200PN2012PTC144893

Company & Directors' Information:- S R C INFRA PRIVATE LIMITED [Active] CIN = U45200KA2014PTC073052

Company & Directors' Information:- S G F INFRA PRIVATE LIMITED [Active] CIN = U45400JK2013PTC003837

Company & Directors' Information:- AMP INFRA PRIVATE LIMITED [Active] CIN = U45400DL2014PTC269040

Company & Directors' Information:- R E INFRA PRIVATE LIMITED [Active] CIN = U74999MH2007PTC175255

Company & Directors' Information:- M Y C INFRA PRIVATE LIMITED [Active] CIN = U45400UP2013PTC055996

Company & Directors' Information:- A R INFRA PRIVATE LIMITED [Active] CIN = U45202AS2008PTC008561

Company & Directors' Information:- R K INFRA(INDIA) PRIVATE LIMITED [Active] CIN = U45201KA2010PTC054009

Company & Directors' Information:- I V INFRA PRIVATE LIMITED [Active] CIN = U45309PB2008PTC031932

Company & Directors' Information:- M & B INFRA LIMITED [Active] CIN = U70109PB2012PLC036738

Company & Directors' Information:- A H INFRA LIMITED [Active] CIN = U31501WB2010PLC155151

Company & Directors' Information:- V & H INFRA PRIVATE LIMITED [Active] CIN = U45203MH2008PTC181787

Company & Directors' Information:- S I INFRA-BUILD PRIVATE LIMITED [Active] CIN = U70102KA1992PTC037583

Company & Directors' Information:- S R U INFRA PRIVATE LIMITED [Active] CIN = U70102UP2014PTC065614

Company & Directors' Information:- S G U INFRA PRIVATE LIMITED [Active] CIN = U70102UP2015PTC071682

Company & Directors' Information:- N. S. INFRA PRIVATE LIMITED [Active] CIN = U45200UP2021PTC142424

Company & Directors' Information:- M G D INFRA PRIVATE LIMITED [Active] CIN = U45400UP2015PTC069886

Company & Directors' Information:- K R D INFRA PRIVATE LIMITED [Active] CIN = U45400TZ2020PTC034945

Company & Directors' Information:- Z INFRA LIMITED [Strike Off] CIN = U45201OR2009PLC010795

Company & Directors' Information:- S B M INFRA PRIVATE LIMITED [Strike Off] CIN = U45201TR2010PTC008299

Company & Directors' Information:- S INFRA PRIVATE LIMITED [Under Process of Striking Off] CIN = U45201OR2012PTC016064

Company & Directors' Information:- J D C INFRA PRIVATE LIMITED [Strike Off] CIN = U45209HR2012PTC045407

Company & Directors' Information:- S S P L INFRA PRIVATE LIMITED [Strike Off] CIN = U45201OR2011PTC013469

Company & Directors' Information:- Y. M. INFRA PRIVATE LIMITED [Active] CIN = U45400MH2010PTC211055

Company & Directors' Information:- V V INFRA PRIVATE LIMITED [Active] CIN = U45200TG2008PTC059111

Company & Directors' Information:- R V G INFRA PRIVATE LIMITED [Strike Off] CIN = U70200DL2011PTC219732

Company & Directors' Information:- S P G N INFRA PRIVATE LIMITED [Active] CIN = U45200AP2015PTC096326

Company & Directors' Information:- Y. C. INFRA PRIVATE LIMITED [Active] CIN = U45400WB2010PTC151352

Company & Directors' Information:- J K S INFRA (INDIA) LIMITED [Active] CIN = U45209PB2012PLC036363

Company & Directors' Information:- I BUILD CORPORATION LIMITED [Active] CIN = U45400MH2012PLC238956

Company & Directors' Information:- J S N INFRA (INDIA) LIMITED [Active] CIN = U45400UP2012PLC050189

Company & Directors' Information:- R V J INFRA PRIVATE LIMITED [Active] CIN = U45200DL2013PTC249181

Company & Directors' Information:- J J INFRA INDIA PRIVATE LIMITED [Active] CIN = U45209AP2011PTC078174

Company & Directors' Information:- A R INFRA (INDIA) PRIVATE LIMITED [Active] CIN = U70109MP2007PTC020049

Company & Directors' Information:- G K V INFRA PRIVATE LIMITED [Strike Off] CIN = U45200PN2011PTC141814

Company & Directors' Information:- M R K INFRA PRIVATE LIMITED [Active] CIN = U45209TG2012PTC080558

Company & Directors' Information:- S L N INFRA BUILD PRIVATE LIMITED [Under Process of Striking Off] CIN = U45203KA2014PTC076814

Company & Directors' Information:- L G INFRA PRIVATE LIMITED [Strike Off] CIN = U45400TN2014PTC095310

Company & Directors' Information:- 7 PACIFIC INFRA PRIVATE LIMITED [Strike Off] CIN = U45400UP2012PTC049720

Company & Directors' Information:- J G INFRA PRIVATE LIMITED [Active] CIN = U45209CH2012PTC034095

Company & Directors' Information:- S V S INFRA BUILD PRIVATE LIMITED [Strike Off] CIN = U45400DL2011PTC216775

Company & Directors' Information:- E & P INFRA PRIVATE LIMITED [Strike Off] CIN = U74999DL2014PTC271401

Company & Directors' Information:- T & T INFRA INDIA PRIVATE LIMITED [Strike Off] CIN = U70109DL2015PTC276336

Company & Directors' Information:- K T INFRA PRIVATE LIMITED [Strike Off] CIN = U70200DL2010PTC199408

Company & Directors' Information:- A 4 INFRA PRIVATE LIMITED [Strike Off] CIN = U70100DL2012PTC233921

Company & Directors' Information:- K & H INFRA PRIVATE LIMITED [Active] CIN = U45209AP2013PTC090417

Company & Directors' Information:- C D E F INFRA PRIVATE LIMITED [Active] CIN = U45200KA2011PTC057888

Company & Directors' Information:- M M D INFRA PRIVATE LIMITED [Strike Off] CIN = U70101GJ2013PTC075444

Company & Directors' Information:- P M D INFRA PRIVATE LIMITED [Active] CIN = U45201GJ2007PTC050762

Company & Directors' Information:- V & T INFRA PRIVATE LIMITED [Strike Off] CIN = U70100TG2008PTC061671

    CP(CAA) No. 41/NCLT/AHM of 2019 in CA (CAA) No. 36/NCLT/AHM of 2019

    Decided On, 01 May 2019

    At, National Company Law Tribunal Ahmedabad

    By, THE HONOURABLE MS. MANORAMA KUMARI
    By, JUDICIAL MEMBER

    For the Petitioner: Navin Pahwwa , Sr. Advocate, Ravi Pahwa, Advocate. For the Respondents: -------



Judgment Text

This joint Petition under sections 230 to 232 of the Companies Act, 2013 is filed seeking sanction of the Scheme of Amalgamation of Pacific Infra build Private Limited and Golden Gate Investment and Portfolio Private Limited with Indglonal Investment and Finance Limited and their respective shareholders ("the Scheme").

2. The Petitioners of CP (CAA) No. 41/NCLT/AHM/2019, filed ' Company Application being CA(CAA) No.36/NCLT/AHM/2019 before this Tribunal seeking directions for dispensation of meetings of Equity Shareholders and Unsecured Creditors of the Petitioner Companies. It was reported that there are no Secured Creditors in any of the Petitioner Companies and therefore, this Bench was of the view that there was no requirement to convene and hold the meetings of Secured Creditors of the Petitioner Companies.

3. This Tribunal vide order dated 20th March, 2019, dispensed with the meetings of Equity Shareholders and Unsecured Creditors of the Petitioner Companies. This Tribunal also directed issuance of notices to Regional Director, North Western Region, Registrar of Companies and Income-tax Authority in case of the Petitioner Transferor Company No. 1, the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company, and to Official Liquidator in case of the Petitioner Transferor Company No. 1 and the Petitioner Transferor Company No. 2, stating that the representation, if any, to be made by them, be made within a period of 30 days from the date of receipt of such notice.

4. In pursuance to the order dated 20th March, 2019, the Petitioner Companies sent notices to the aforesaid statutory authorities. Affidavit evidencing compliance of order dated 20 March, 2019 is filed and placed on record before this Tribunal on 1st April, 2019.

5. Pursuant to the order dated 20th March, 2019, Regional Director submitted a common representation dated 25th April, 2019 making certain observations. The first observation is with regard to increase in authorised share capital of the Petitioner Transferor Company No. 2. The second observation is with regard to compliance of section 232(3)(i) of the Companies Act, 2013. The third observation is with regard to compliance of the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company with the Reserve Bank of India Guidelines. The fourth observation is with regard to payment of requisite fees to Regional Director.

6. In response to the report of Regional Director, North Western Region, the Transferee Company has filed Affidavit on 29th April 2019 giving response to each of the observations of the Regional Director. With regard to first observation, it is submitted on behalf of the Petitioner Companies that Form SH-7 filed by the Petitioner Transferor Company No. 2 evidencing the resolution for increase in authorised share capital of the Petitioner Transferor Company No. 2, Golden Gate Investment and Portfolio Private Limited has been approved by the concerned Registrar of Companies on 26th April, 2019. The Petitioner Companies have placed on record the Master Data which evidences the increased authorised share capital of the Petitioner Transferor Company No. 2. With regard to second observation, it is submitted on behalf of the Petitioner Companies that the Petitioner Transferee Company undertakes to comply with section 232(3)(i) of the Companies Act, 2013 to the extent applicable and shall pay the fees, if so required. With regard to third observation, it is submitted on behalf of the Petitioner Companies that as per Master Directions - Core Investment Companies (Reserve Bank) Directions, 2016 dated August 25, 2016, systemically important core investment company ('CIC-ND-SI') means a CIC having total assets of equal to or more than Rs. 100 crores either individually or in aggregate along with other CICs in the Group and which raises / holds public funds. Further, the said Directions also provide that only companies considered as CIC-ND-SI are required to obtain registration with Reserve Bank of India. The Petitioner Transferor Company No. 2 is having total assets of Rs. 1.69 Crore as per the last audited balance sheet as at 31st March, 2018 and total assets of Rs. 1.69 crores as per the unaudited provisional financial statements as on 31st October, 2018. The Petitioner Transferee Company is having total assets of Rs. 54.31 crores as per the last audited financial statements as on 31st March, 2018 and total assets of Rs. 54.16 crores as per the unaudited provisional financial statements as on 31st October, 2018. The Petitioner Transferor Company No. 2 and/or the Petitioner Transferee Company, as the case may be, either singly or jointly do not thus fall within the above mentioned criteria. There is no other CIC-ND-SI in the Group. Accordingly, the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company cannot be considered as CIC-ND- SI as the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company do not fall within the criteria of companies having total assets of Rs. 100 crores or more. The Petitioner Companies have also placed on record copy of auditor's certificate for nonapplicability of the said directions for the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company. With regard to fourth observation, it is submitted on behalf of the Petitioner Companies that the Petitioner Transferee Company undertakes to pay the requisite fees to the Regional Director as may be quantified by this Tribunal.

7. Pursuant to the order dated 20th March, 2019, Official Liquidator sent separate representations dated 16th April 2019 in respect of both the Petitioner Transferor Companies. In response to the representations of Official Liquidator, the Petitioner Transferor Company No. 1 and the Transferor Company No. 2 have filed separate affidavits dated 25th April 2019. A bare perusal of the representations would show that no adverse observation is made by the Official Liquidator.

8. No other representations are received. There are no adverse observations made by any of the aforesaid statutory authorities.

9. The Petitioner Companies, in the meanwhile, filed Petition being CP(CAA) No.41/NCLT/AHM/2019 before this Tribunal seeking sanction of the Scheme.

10. This Tribunal, by an order dated 12th April, 2019 admitted the aforesaid Petition and directed issuance of notices to Regional Director, North Western Region, Registrar of Companies and Income-tax Authority in case of the Petitioner Transferor Company No. 1, the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company and to Official Liquidator in case of the Petitioner Transferor Company No. 1 and the Petitioner Transferor Company No. 2, informing the date of final hearing of the Petition. This Tribunal also directed publication of notices of hearing of the Petition in English Daily Newspaper "Business Standard" and Gujarati Daily Newspaper "Jai Hind", both having circulation in Ahmedabad, not less than 10 days before the date fixed for final hearing, calling for objections, if any, on or before the date of final hearing.

11. Pursuant to the order dated 12th April, 2019 passed by this Tribunal, the Petitioner Companies published the notices of hearing of the Petition in English Daily Newspaper "Business Standard" and Gujarati Daily Newspaper "Jai Hind", both having circulation in Ahmedabad, on 16th April, 2019. The notices in respect of hearing of the Petition were served upon the Regional Director, North Western Region, Registrar of Companies and Income-tax Authority in case of the Petitioner . Transferor Company No. 1, the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company, and to Official Liquidator in case of the Petitioner Transferor Company No. 1 and the Petitioner Transferor Company No. 2. Affidavit evidencing compliance of order dated 12th April, 2019 is filed and placed on record 4 before this Tribunal on 18th April, 2019 by the Petitioner Transferor Companies.

12. Pursuant to the order dated 12th April, 2019 and issuance of notices to the Regional Director, North Western Region, Registrar of Companies and Income-tax Authority in case of the Petitioner Transferor Company No. 1, the Petitioner Transferor Company No. 2 and the Petitioner Transferee Company, and to the Official Liquidator in case of the Petitioner Transferor Company No. 1 and the Petitioner Transferor Company No. 2 and publication of the notice in the local daily newspapers, no representations have been received by the Petitioner Companies.

13. Heard learned Senior Counsel Mr. Navin Pahwa with Mr. Ravi Pahwa, Advocate, for M/s. Thakkar & Pahwa, Advocates, for the Petitioner Companies.

14. Considering the facts and circumstances of the case and on perusal of the Scheme and the documents . placed on record, it appears that the requirements of the provisions of sections 230 to 232 of the Companies Act, 2013 are satisfied.

15. As a result, the Petition/the Scheme is allowed. The Scheme as placed at Annexure I to CP(CAA) No. 41/NCLT/AHM/2019 is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies namely, Pacific Infra build Private Limited, Golden Gate Investment and Portfolio Private Limited and Indglonal Investment and Finance Limited, their shareholders and creditors.

16. The legal fees/ expenses of the office of the Regional Director are quantified at Rs. 25,000/- in respect of the Petitioner Compan

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ies. The said fees to the Regional Director shall be paid by the Petitioner Transferee Company. 17. The legal fees/ expenses of the office of the Official Liquidator are quantified at Rs. 10,000/- each in respect of the Petitioner Transferor Company No. 1 and the Petitioner Transferor Company No. 2. The said fees to the Official Liquidator shall be paid by the Petitioner Transferee Company. 18. Filing and issuance of drawn up orders are dispensed with. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar of this Tribunal. The Registrar of this Tribunal shall issue the certified copy of this order along with the Scheme immediately. 19. The Petitioner Companies are further directed to file a copy of this order along with the copy of the Scheme with the concerned Registrar of Companies, electronically, along with INC-28 in addition to physical copy as per relevant provisions of the Companies Act, 2013. 20. This Company Petition is disposed of accordingly.
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