AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2017 (3) TMI 1851
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.... would help in achieving the desired operating structure and shallinter aliahave the following benefits (i) To create a sector focused company, (ii) To enable investment by a strategic investor, (iii) Ring-fence businesses from each other, and (iv) Deleverage the balance sheet of GIL. 3.The Petitioner Companies have approved the said Scheme of Arrangement by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions. 4.By order dated 2ndDecember, 2016 passed by the Honble Bombay High Court in Company Summons for Direction Number 991 of 2016, meetings of equity shareholders and unsecured creditors of GIL were convened and held on January 6, 2017. The meeting of the secured creditors of GIL was dispensed with in view of the undertaking given by GIL that they would issue individual notice of hearing of the petition to all its secured creditors. 5.By the order dated 2ndDecember, 2016, passed by the Honble Bombay High Court in Company Summons for Direction Number 992 of 2016 convening of meetings of equity shareholders of GECPL was dispensed with in view of consents given by all the equity shareholders of GECPL. Also, convening of meetings of uns....
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....not deter the Income Tax Authority to scrutinize the tax return filed by the Transferee Company after giving effect to the scheme. The decision of the Income Tax Authority is binding on the Petitioner Company. c. Petitioner in the Clause No. 5.3 inter alia has mentioned that GECPL shall, if necessary and to the extent required, increase its authorised share capital to facilitate the issue of equity shares under this Scheme. Therefore, Deponent prays that the Honble Tribunal may pass orders to comply with the sec. 61, r/w sec. 13, sec. 64 and other applicable sections of the Companies Act, 2013. 10.As far as observation of the Regional Director, as stated in paragraph IV(a) of his Report is concerned, the Petitioner Companies submit that in addition to compliance of AS-14 (IND AS-103), the Petitioner Companies shall pass such accounting entries which are necessary in connection with the Scheme to comply with other applicable Accounting Standards such as AS-5 (IND AS-8) etc. 11.As far as observation of the Regional Director, as stated in paragraph IV(b) of his Report is concerned, the Petitioner Companies undertakes to comply with all applicable provisions of the Incom....
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....t thereinafter defined) with registered office at Gammon House, Veer Savarkar Prabhadevi, Mumbai 400 025 and engaged in, inter alia, the business of civil engineering, design and construction of power transmission and distribution limited LAHN BENCH Gammon Engineers And Contractors Private Limited ("GECPL), a company WEW NATIONAL (C) incorporated under the Act and which is 100% legally and beneficially held by GIL through its wholly owned subsidiary "Gammon Retail Infrastructure Private Limited" with registered office at Gammon House, Veer Savarkar Marg. Prabhadevi, Mumbai 400 025. The Company vide a business transfer agreement dated July 21, 2016 (the 'BTA'). has agreed to transfer one of the undertakings relating to Civil EPC business. defined therein as the Identified Business ("BTA Undertaking") to GECPL. Pursuant to this Scheme the Company proposes to transfer the Transferred Undertaking to GECPL as part of the effort to consolidate the entire Civil EPC business in GECPL. This Scheme also provides for various other matters consequential or otherwise integrally connected therewith. (B) DESCRIPTION OF THE SCHEME ....
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....1.4 अà¤à¤¿à¤•à¤°à¤£ SYLAW NATIONAL 1.2 "Applicable Law" means (a) all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any applicable country and/or jurisdiction, (b) administrative interpretation, writ. injunction, directions. directives, judgment, arbitral award, decree, orders or governmental approvals of, or agreements with, any governmental authority or recognized stock exchange. and (c) international treaties, conventions and protocols, as may be in force from time to time; "Appointed Date" means the closing of the business hours on 1st day of July, 2016 or such other date as may be fixed or approved by the High Court; "Civil EPC Business" means Civil Engineering, Procurement and Construction business carried on by the Transferor Company in roads, hydro-power, nuclear power, tunnels, bridges but excluding other contracts as listed in Schedule I.. "Civil EPC Undertaking" means the Transferred Undertaking as a going concern, with all properties, pre-qualifications, rights and ....
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....antages. subsidies, grants. taxes, tax credits incentives (Including but not limited to credits/ incentives in respect of sales tax, value added tax, turnover tax, excise duty, service tax etc.). tax holiday benefits and other benefits appertaining to the Transferred Undertaking and/or to which the Transferor Company is entitled to in respect of the Transferred Undertaking of whatsoever kind. nature or description held. applied for or as may be obtained thereafter together with the benefit of all respective contracts, sub-contracting Preements entered into with the GECPL and engagements relating to the LAW राषà¥à¤Ÿà¥à¤°à¥€à¤¯ कमà¥à¤ªà¤¨à¥€ NATIONAL COMPANY किरण TRIGsferred Undertaking: MUMBAI BENCH ANAL CUMPLEAN? TRIBUNAL (v) (vi) (iv) (iii) powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, facsimile connections and installations, utilities, electricity, water and other services, and all other interests in connection with or relating to the Transferred Undertaking: ....
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....licable: "Remaining Business of GIL" or "Remaining Undertaking of GIL" means all the undertakings, businesses. activities and operations of GIL. including the premises called The Gammon House" but excluding the Civil EPC Undertaking (as defined in Clause 1.5 above) "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Arrangement in its present form as submitted to the Honorable High Court or this Scheme with such modification(s), if any made, as per Clause 15 of the Scheme; "Stock Exchanges" means BSE Limited and The National Stock Exchange of India Limited: *Transferred Undertaking" means the Civil EPC Business excluding the BTA Undertaking and other contracts as per Schedule ! 1A Construction IA. Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Civil EPC Undertaking or whether it arises out of the activities or operations of the Civil EPC Undertaking shall be decided by mutual agreement between the Board of Directors of GIL and GECPL. FMBUNAL MBAY TRNAL COMMANT 1A.2 All terms and words not defined in this Scheme shall, unless repugnant or contrary ....
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....BAI The Scheme as set out herein in its present form or with any modification(s) approved or imposed or directed by the High Court shall be effective from the Appointed Date, but shall be operative from the Effective Date. PART II 4. SLUMP EXCHANGE SLUMP EXCHANGE OF CIVIL EPC UNDERTAKING INTO GECPL 4.1 On and from the Effective Date the Civil EPC Undertaking shall be transferred to and vested in GECPL as a going concern from the Appointed Date, as detailed in Clause 4.2 below, against issue of shares specified in Clause 5 hereinafter. 4.2 TRANSFER AND VESTING OF CIVIL EPC UNDERTAKING Upon the Scheme becoming effective, with effect from the Appointed Date, the Civil EPC Undertaking shall, in accordance with Sections 391 to 394 of the Act and all other applicable laws, if any, stand transferred to and vested in or be deemed to be transferred to and vested in GECPL on a going concern basis and in the following manner: 4.2.1. all the assets of Civil EPC Undertaking, except for the portions specified in Clauses 4.2.2 and 4.2.3 below, of whatsoever nature and where so ever situated and incapable of passing by manual delivery and....
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....ing all excise duty, custom duty, sales tax, value added tax, service tax and other government and semi government liabilities of Civil EPC Undertaking shall also, under the provisions of Sections 391 and 394 of the Act without any further act or deed be transferred to and assumed by or deemed to be transferred to and assumed by GECPL so as to become as from the Appointed Date the debts. liabilities. duties, obligations of GECPLE is hereby confirmed that the debts, liabilities and obligations of MUMGAL विधी करण LAW कमà¥à¤ªà¤¨à¥€ GIL pertaining to the BTA Undertaking, have been transferred to GECPL pursuant to the BTA. 4.2.5. The transfer and vesting of the Civil EPC Undertaking as aforesaid of GIL, TRIBUNAL shall be subject to the existing securities, charges and mortgages, if any, subsisting over or in respect of the property and assets or any part thereof. Provided that in so far as the assets comprised in the Civil EPC Undertaking are concerned, the security and charge over such assets relating to any loans or liabilities pertaining to the Remaining Undertaking ....
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....vested in or shall be deemed to be transferred to and vested in GECPL as if the same were originally given or issued to or executed in favour of GECPL, and the rights and benefits under the same shall be available to GECPL. Further, GIL shall execute such further deeds or documents as may be required to give effect to this Clause. 4.2.7. The work experience, qualifications. capabilities. logistics, turnover record and track record with National & International Companies, Central and State Government Non-Government agencies bodies, contracts with clients and with vendors (including technical parameters, past performance. track record. financials, etc.) of the Transferor Company acquired by reason of completion of various projects and works pertaining to the Civil EPC Undertaking and certificates of completion of projects and works pertaining to Civil EPC Undertaking issued by clients of the Transferor Company shall be deemed to be part of and belonging to GECPL and shall for all purposes be regarded as the work experience, qualifications, capabilities. logistics, turnover record and track record (including technical parameters. 18EN....
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....other applicable laws/regulations in relation to the Civil EPC Undertaking arising consequent to the assessment made on GIL whether recorded in the accounts as on the date immediately preceding the Appointed Date or not shall belong to GECPL upon this Scheme becoming effective. 4.2.12. Without prejudice to the generality of the above, all benefits, incentives. losses, credits (including, without limitation service tax, excise duty, central sales tax, applicable state value added tax etc.) to which Civil EPC Undertaking is entitled to in terms of applicable laws, shall be available to and vest in GECPL, upon this Scheme.coming into effect. 5. 5.I. ISSUE OF SHARES Upon coming into effect of the Scheme. GECPL shall issue and allot 1,18,85,714 (One crore Eighteen Lakh Eighty Five Thousand Seven Hundred and Fourteen) fully paid up equity shares of Rs.10/- each to the Transferor Company. 5.2. Equity shares to be issued by GECPL to the Transferor Company as above shall be subject to the Memorandum and Articles of Association of GECPL and shall rank pari passu with the existing equity shares of GECPL in all respects including dividen....
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....be debited to Goodwill Account of GECPL. 7. 7.1 FUND RAISING BY ISSUE OF SHARES OTHER INSTRUMENTS BY TRANSFEREE COMPANY For the avoidance of doubt it is hereby clarified that nothing in this Scheme shall prevent the Transferee Company from raising funds by issue of new equity shares and/or preference shares and/or any convertible / non-convertible instruments. 8. 8.1 PART III GENERAL TERMS AND CONDITIONS: TRANSACTIONS UPTO THE EFFECTIVE DATE With effect from the Appointed Date and up to and including the Effective Date: (a) The Transferor Company shall carry on and be deemed to have carried on the business and activities in relation to the Civil EPC Undertaking and shall stand possessed of their properties and assets relating to the Civil EPC Undertaking for and in trust for the Transferee company and all the profits: / losses accruing on account of the Civil EPC Undertaking shall for all purposes be treated as profits/losses of the Transferee company. (b) All the debts, liabilities, duties, obligations, taxes etc, as aforesaid of the Civil EPC Undertaking incurred/contracted during the period commencing from the App....
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....Scheme by Board of Directors of the Transferor Company and the Transferee company until the Effective Date, the Transferor Company shall preserve and carry on the business and activities of Civil EPC Undertaking with reasonable diligence and business prudence and the Transferor Company shall not. without the prior consultation with the Transferee company, alienate, charge or otherwise deal with or dispose of the Civil EPC Undertaking or any part thereof or recruit any new employee (in each case except in the ordinary course of business) or employees; further, the Transferor Company shall not engage in any corporate restructuring exercise including any merger and/or demerger or substantial expansion of the Civil EPC Undertaking without prior written consent of the Transferee company. 9. EMPLOYEES 92 91 On the Scheme becoming effective, all employees of the Civil EPC Undertaking in service on the Effective Date, shall be deemed to have become employees of the Transferee company respectively with effect from the Appointed Date or their respective joining date, whichever is later, without any break in their service and on the bas....
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.... shall defend the same in accordance with advise and instructions of the Transferee company at the cost of the Transferee company, and the Transferee company shall reimburse and indemnify Transferor Company against all liabilities and obligations incurred by Transferor Company in respect thereof. Transferee company undertake to have all legal or other proceedings initiated MUMBAI PENCH मà¥à¤‚बई : for against Transferor Company referred to in Clause 10.1 above transferred 11. into its name and to have the same continued, prosecuted and enforced by or against the Transferee company as the case may be, to the exclusion of Transferor Company and Transferor Company shall extend all assistance in such transfer into the Transferee company' name, if required by the Transferee company. CONTRACTS, DEEDS, ETC. 11.1 Notwithstanding anything to the contrary contained in any contract, deed, bond. agreement or any other instrument, but subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements and other instruments, if any, of whatsoever nature and subsisting or having effect on the Effective....
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....KING 12.1 12.2 TRIBUNAL The Remaining Undertaking and all the assets, properties, rights, liabilities and obligations thereto shall continue to belong to and be vested in and be managed by Transferor Company and the Transferee company shall have no right, claim or obligation in relation to the Remaining Undertaking. From the Appointed Date, Transferor Company shall carry on the activities and operations of the Remaining Undertaking distinctly and as a separate business from the Civil EPC Undertaking. All legal, taxation and other proceedings whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) by or against Transferor Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case pertaining to the Remaining Undertaking shall be continued and enforced by or against Transferor Company after the Effective Date. The Transferee company shall in no event be responsible or liable in relation to any such legal or other proceeding against Transferor Company. The Transferor Company will have the right to access the books, re....
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....uch steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for in relation to carrying out the Scheme, whether by reason of any directive or Orders of any other authorities or otherwise howsoever, arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. However any modification or amendment to the Scheme after the High Court has sanctioned the scheme will require the prior approval of the High Court. CONDITIONALITY OF THE SCHEME This Scheme is and shall be conditional upon and subject to: The requisite consent, approval or permission of the Central Government including Stock Exchanges and Securities and Exchange Board of India; The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Transferor Company and the Transferee company as may be directed by the Hon'ble High Court of Judicature at Bombay or any other competent authority, as may be applicable; TRIBUNAL The Scheme being sanctioned by the High Court of Judicature at Bombay or any ....
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....dependent Director under the provisions of Insider Trading Regulations. Mr. Choudhary has paid the penalty against the said order. Further. SEBI had also issued a show cause notice to Mr. Atul Kumar Shukla an Independent Director on the Board of GIL, in his capacity as an Independem Director of Horizon Infrastructure Limited for non compliance of the Listing Aggreement in case of Horizon Infrastructure Limited. to which written submissions have been made by him. No further communication has been received by him from SEBI till date. Mr. Shukla has resigned from the Board of Honzon Infastructure Limited on 29th June, 2009. BA 20. Ms. Urvashi Saxena, an Independent Director of GIL, was included in the list of willful defaulters by the Reserve Bank of India as an Independent Director on the Board of M/s. Winsome Diamonds and Jewellery Limited and Orbit Corporation Limited. Ms. Saxena has already resigned from the Board of both the aforementioned companies. Further, RBI has also deleted Ms. Saxena's name from the list of willful defaulters. REPEALS AND SAVINGS Any matter filed with Registrar of Companies, Regional Director, Income Ta....
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....er Supply Project 31 8215 32 8307 Paradip Haldia Pipeline 33 83.10 34 8319 Surendranagar Water Supply Scheme Construction of Soft Ground Tunnel Independent Water & Power At Sohar 35 8451 Koyali Ratlam Pipeline 36 8501 Siliguri Pipeline 37 8914 Runwal Greens & Chestnut Bldg 38 8447 Neelkanth Kingdom 39 8932 Runwal Elegante, Mumbai 40 8913 Salarpuria Gold Towers, Karnataka 41 8938 Sattva OMR - Magnificia, Bangaluru 42 8939 Sattva Galleria, Bangaluru 43 9011 Shrishti development CBD Bhopal 44 9113 Shrishti development CBD Bhopal-Material 45 9104 Godrej Platinum Bldg work 46 9117 Nathani Heights 47 8816 Bongaigaon Pile & Well Foundn. faeft अधिक कमà¥à¤ªà¤¨à¥€ COMPANY राषà¥à¤Ÿà¥à¤°à¥€à¤¯ NATIONAL किरण TRIBUNAL सतà¥à¤¯à¤¯à¤¦ चदते Virard to मà¥à¤‚बई LAW 8523 Chennai Grade Seperators Gurupriya Bridge BC-13 part Desgn & construct....
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....8716- Construction of 275m High Multiflue RCC Chimney at Tiroda. Dist. Gondia, Maharashtra 8935:EXECUTION OF CIVIL WORKS PERTAINING TO ASH DISPOSAL PUMP HOUSE, ASH SLURRU TRENCHES ETC. FOR NTECL'S VALLUR THERMAL POWER PROJECT (3 X 500MW) - ASH HANDLING SYSTEM PACKAGE 8936:Civil Works for CW system of 2X500 MW NTPL- Tuticorin project 8948 93 94 MS01 ERD1 95 9022 96 97 6603 98 6607 6908 99 100 7004 101 7006 8948 - Civil Works of AWRS & LWWT System for Vallur Thermal Power Project, Vallur, Chennai MS01-Miscellaneous Job ERDI-Energy Refurbishment Account (GACTEL jobs) in Bank or Cash class 9022-Design, Construction, Installation, Commissioning, Management, Operation & Maintenance of Intake, RWPH, 220MLD Water Treatment Plant & Water Supply Distribution Network in Patna (Bihar) under the JNNURM Scheme on DBO basis. KAWAS COOLING TOWER CHANDRAPUR COOLING TOWERS RAICHUR NATURAL DRAUGHT COOLING TOWERS STAGE - III (UNIT 5 & 6) DEO AUEDUCT PANIPAT COOLING TOWER - STAGE IV (REVIVED) 102 7301 7302 103 BUDGE BUDGE CIVIL WORK FOR ASH HANDLING PLANT PATA L.D. COOL....
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.... 9007 8604 8613 (A06) Pckg. 8454 - Design, Engg. Mfg & Supply of Cooling Tower at New Delhi 8456 Erection of IDCT including complete civil, C&I work for 1 X 250 MW unit #5 at Santaldih 8512-Supply & Erection of Cooling tower at National Steel Plant. Jeddah, Saudi Arabia 8515 Civil Works for Jindal Steel plant at Bellary. 8516 - Neyveli-Barsingsar Project (2X125 MW) - IDCT & RCC Chimney (RA6) Package 8531 Supply of all material & equipment of cooling tower at baruauni TPS 8532 Repairing & Installation of Cooling Tower at Barauni TPS 8542 - Civil Works for Wire Rod Mill & Bar Mill Projects for JSW Steel Limited 8546 - Work of Cooling Tower for IPP Project Located at Jharsuguda in the State of Orissa 8601 - Civil Works - Cement Plant for Expansion Project at Torangallu - 8604 Paras Expn. Project - Construction of ND Counter Flow Cooling Tower with Film Type Fill 8613 - Replacement of Splash Bars in Stage-I Cooling Towers at NTPC Korba 8624 - (Not to be Used) Supply of Cooling Towers for Korba Super Thermal Power Project 8642 - RTPP Stage-III Construction of Induced Draft Cooling Tower at V.V.Reddy N....