2020 (9) TMI 400

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....t First Motion Application vide CA (CAA) No.08/Chd/Hry/2019 in respect of the composite Scheme of Arrangement for Amalgamation and Demerger and the same was disposed of by order dated 17.05.2019. Thereafter, they filed the present Joint Second Motion Petition (CP(CAA) No. 19/Chd/Hry/2019) and after the petitioner-companies made all compliances and when the CP was listed for passing final orders, the applicant in the instant CA i.e. CLE Private Limited (formerly known as Crest Logistics and Engineers Pvt. Ltd. and also formerly known as Sonata Investments Limited) filed the instant CA seeking to intervene in the CP (but no such prayer is made in the reliefs paragraph) and to oppose the Composite Scheme of Arrangement between the petitioners in the CP. The reliefs prayed in the instant CA are as under :- "18. That in light of the aforesaid, the present Applicant prays that this Hon'ble Tribunal may kindly be pleased to: a) disallow the Scheme of Arrangement between Anant Raj Agencies Limited, Anant Raj Limited and Anant Raj Global Limited; b) In the alternative to (a) above, disallow the Scheme of Arrangement between Anant Raj Agencies Limited, Anant Raj Li....

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....to the Undertaking for non-disposal of shareholding issued by ARL in furtherance of the Loan Agreement dated 31 October 2006 (hereinafter, referred to as "Undertaking"). A copy of the Scheme of Arrangement between the Respondent is annexed herewith and marked as Annexure A/2. That, in any event, the present Applicant submits that the proposed demerger of the 'Project Division' of ARL (including investment in RBPL) into ARGL is highly objectionable, as it is likely to severely hamper RBPL's ability to service and repay the Loan along with the interest under the Loan Agreement to the present Applicant. That RBPL has 6 (six) wholly owned subsidiaries i.e. (i) Tricolour Hotels Limited ("THL"); (ii) Delhi Motels Private Limited ("DMPL"); (iii) HSP Estates Private Limited ("HSP"); (iv) Skipper Travels International Private Limited ("SKIPL"); (v) Townsend Promoters Private Limited; and (vi) AAA Realty Private Limited. For sake of convenience, the THL, DMPL, HSP and SKIPL are collectively referred to as "4 Subsidiaries" These 6 (six) subsidiaries own and operate valuable businesses namely hospitality, hotels, real estate etc. The consolidated gross income of RBPL, including from i....

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....ing to (a) Townsend Promoters Private Limited; and (b) AAA Realty Private Limited, will be part of the Remaining Business. To give effect to this intent appropriate consents and approvals would be obtained. 4. The applicant in the CA while admitting that it was neither a shareholder nor a creditor of any class of any of the petitioner-companies, however, submits that the petitioner No.2-company i.e. Anant Raj Limited firstly cannot transfer its 50% shareholding in Roseland Buildtech Private Limited, as the same is in violation of the loan agreement dated 31.10.2006 executed by and between Roseland Buildtech Private Limited and the applicant-company and the undertaking executed thereunder. It further submits that the petitioner No.2-company i.e. Anant Raj Limited by virtue of the proposed Scheme is not only intending to transfer its 50% shareholding in Roseland Buildtech Private Limited but also transferring various assets of the project division of Roseland Buildtech Private Limited and also the assets of the project divisions of four of the downstream subsidiary companies i.e. (a) Tricolour Hotels Limited; (b) Delhi Motels Private Limited; (c) HBP Estates Private Limited; and (....

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....e and independent transaction, the parties shall enter into appropriate arrangements for transfer of Roseland's stake in (i) Tricolor Hotels Limited; (ii) Delhi Motels Private Limited; (iii) HBP Estates Private Limited; (iv) Skipper Travels International Private Limited; (V) Townsend Promoters Private Limited; and (vi) AAA Realty Private Limited (together the "Downstream Companies") to the Demerged Company and the Resulting Company, respectively, as stated in the Note #2. Typically, such arrangements could be in the form of a scheme of demerger or a share transfer, in either way, the same shall necessarily be subject to appropriate consents and approvals, as clearly indicated in Note #2. These arrangements would require consents and approvals from Roseland and its shareholders, including the Resulting Company and CLE as well as statutory/court approvals as may be applicable. That hence, the Note #2 is only an intent and by way of the Note #2, the future horizon has been shared with the stakeholders of the Petitioner Companies, which is subject to requisite approvals. That notwithstanding the submissions made in paragraphs 6 and 7 above, it is hereby clarified that....

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....etitioner-companies filed another compliance affidavit, vide Diary No.891 dated 03.02.2020, while reiterating the above submissions, also stated that:- That it is submitted that sole reason and intent behind including Note#2 in the present Scheme was to ensure full disclosure and transparency to the stock exchanges and public shareholders of the Demerged Company / Petitioner Company 2 in line with good governance practices and standards prescribed under the rules and regulations framed by the Securities and Exchange Board of India for listed companies. That it is further clarified that the fact that Note # 2 is not an integral part of the Scheme is evidenced by the fact that the same has not been considered for the purposes of arriving at the share entitlement ratio for the demerger envisaged in the present Scheme. In this regard, M/s Sanjeev Jagdish Chand & Associates, Chartered Accountants, have categorically stated and confirmed that for arriving at the share entitlement ratio mentioned in the share entitlement report dated October 18, 2018 ("Share Entitlement Report") along with detailed Share Entitlement Report issued by them (i.e. Annexure P-20 of the Compan....