BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL BENCH AT AHMEDABAD COURT-1 ITEM No.201 C.P.(CAA)/5(AHM)2023 in C.A.(CAA)/5(AHM)2023 Proceedings under Section 230 to 232 of the Companies Act, 2013 IN THE MATTER OF:
Reliance Projects & Property Management Services Limited ……Petitioner Company Order delivered on: 07/08/2023 Coram:
Shammi Khan, Hon’ble Member(J)
Kaushalendra Kumar Singh, Hon’ble Member(T)
PRESENT:
For the Applicant : For the Respondent :
ORDER
C.P.(CAA)/5(AHM)2023 in C.A.(CAA)/5(AHM)2023 The case is fixed for pronouncement of the order.
The order is pronounced in open Court vide separate sheet.
-Sd- -Sd-
KAUSHALENDRA KUMAR SINGH SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)
Narendra S. Tomar / Stenographer BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL BENCH AT AHMEDABAD COURT-1 C.P.(CAA)/5(AHM)2023 in C.A.(CAA)/5(AHM)2023 Composite Scheme of Amalgamation of Reliance Infratel Limited (Amalgamating Company 1/ RITL)
and Reliance SMSL Limited (Amalgamating Company 2/ RSMSL)
with Reliance Projects & Property Management Services Limited (Petitioner Company/Amalgamated Company/ RPPMSL)
and their respective shareholders and creditors (Under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013)
In the matter of:
Reliance Projects & Property Management Services Limited [CIN: U72501GJ2019PLC108755]
A company incorporated under the provisions of the Companies Act, 2013 having its registered office at Office-101, Saffron, Nr Centre Point, ....Petitioner Company/
Panchwati 5 Rasta, Ambawadi, Amalgamated Company/
Ahmedabad-380006, Gujarat.
RPPMSL Appearance:
For Applicant : Mr. Saurav Soparkar, Sr. Adv.
a.w. Mr. Ravi Pahwa, Adv.
For RD : Mr. Shivpal Singh, Assistant Director Order Reserved On: 26.07.2023 Order Pronounced On: 07.08.2023 Coram: Shammi Khan, Hon’ble Member (J)
Kaushalendra Kumar Singh, Hon’ble Member (T)
ORDER
1. This present Company Petition has been filed by the Petitioner Company under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 seeking sanction to the Composite Scheme of Amalgamation of Reliance Infratel Limited (Amalgamating Company 1 / RITL) and Reliance SMSL Limited (Amalgamating Company 2 / RSMSL) with Reliance Projects & Property Management Services Limited (Petitioner Company/ Amalgamated Company/ RPPMSL) and their respective shareholders and creditors (“Scheme”)
2. An Affidavit in support of the captioned Company Petition has been sworn by Mr. Rakesh Pandya, Authorized Representative of the Petitioner Company and the same is annexed to the Company Petition. The abovenamed Authorized Representative for the Petitioner Company has been authorized vide Board Resolution dated 27th December 2022 passed by the Petitioner Company.
3. From the records, it is seen that the Petitioner Company had filed Company Application No. C.A.(CAA)/5(AHM)2023 i.e. first motion application, before this Tribunal. The Petitioner Company had inter alia submitted that: (i) in view of the consents by way of affidavits from all the equity shareholders being filed with the captioned Company Application, the meeting of the equity shareholders of the Petitioner Company be dispensed with; (ii) in view of the consent by way of affidavit from the sole preference shareholder being filed with the captioned Company Application, the meeting of the preference shareholder of the Petitioner Company be dispensed with; (iii) in view of the consents by way of affidavits from all the secured creditors being filed with the captioned Company Application, the meeting of the secured creditors of the Petitioner Company be dispensed with; and (iv) in view of the consents by way of affidavits from the unsecured creditors of the Petitioner Company having 93.92% of the outstanding value being filed with the captioned Company Application, the meeting of the unsecured creditors of the Petitioner Company be dispensed with. The captioned Company Application was allowed.
4. By an order dated 8th February 2023 passed in Company Application No. C.A.(CAA)/5(AHM)2023, this Tribunal dispensed with the meetings of the equity shareholders, sole preference shareholder, secured creditors and unsecured creditors of the Petitioner Company.
5. This Tribunal further directed the Petitioner Company to serve notice in compliance with Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in Form „CAA-3‟ upon: (i) the Central Government through the Regional Director, North Western Region, Ministry of Corporate Affairs (“Regional Director”); (ii) the Registrar of Companies, Gujarat, Ahmedabad (“Registrar of Companies”); and (iii) the Income Tax Authority concerned, stating that representations to the Scheme, if any, be made within a period of 30 days from the date of receipt of such notice and in case no representation is received by the Tribunal within the stipulated period of 30 days, it should be presumed that the regulatory authorities have no representation to make.
6. In compliance with the directions of this Tribunal passed in Company Application No. C.A.(CAA)/5(AHM)2023, the Petitioner Company has served notice in compliance with Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in Form „CAA-3‟ upon the: (i) the Regional Director; (ii) the Registrar of Companies; and (iii) the Income Tax Authority concerned. The Petitioner Company has filed an affidavit with this Tribunal confirming service of notice on the aforesaid authorities.
7. The Petitioner Company has filed the present Company Petition No. C.P.(CAA)/5(AHM)2023 before this Tribunal seeking sanction of the Scheme.
8. This Tribunal vide its order dated 15th February 2023 passed an order admitting the Company Peti
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