TaxTMI 
TaxTMI 
2019 (9) TMI 1758
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....to convene and hold the meetings of Preference Shareholders, Equity Shareholders, Secured Creditors and Unsecured Creditors of both the Petitioner Companies. 3. This Tribunal by an order dated 9.4.2019 made in CA. (CAA) No. 55/NCLT/AHM/2019, directed convening and holding of the meetings of Preference Shareholders, Equity Shareholders, Secured Creditors and Unsecured Creditors of both the Petitioner Companies. This Tribunal also directed issuance of notice to Regional Director, North Western Region, Registrar of Companies, concerned Income-tax authorities stating that the representation, if any, to be made by them, be made within a period of 30 (thirty) days from the date of receipt of such notice. This Tribunal also directed publication of notice of meetings in 'Business Standard' in English language having circulation in Ahmedabad and 'Sandesh' in Gujarati language, having circulation in Ahmedabad. 4. It is stated that pursuant to the order dated 9.4.2019 of this Tribunal, the Petitioner Companies served notice of the meetings upon the aforesaid statutory authorities, served notice of meetings to the Preference Shareholders, Equity Shareholders, Secured....
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....p;2,03,270/-(Rupees Two Lakhs Three Thousand Two Hundred Seventy only) attended the meeting and the said Equity Shareholders unanimously voted in favor of sanctioning the amended Scheme of Arrangement. 10. As per the Chairperson's Report of the meeting of the Equity Shareholders of Petitioner Resulting Company, 2 (two) Equity Shareholders, through proxy, representing total value of shares of Rs. 18,60,550/- (Rupees Eighteen Lakhs Sixty Thousand Five Hundred Fifty only) attended the meeting and the said Equity Shareholders unanimously voted in favor of sanctioning the amended Scheme of Arrangement. 11. As per the Chairperson's Report of the meeting of the Unsecured Creditors of Petitioner Demerged Company, 5 (five) Unsecured Creditors through proxy, having value of debt of Rs. 3,62,45,365/- (Rupees Three Crores Sixty-Two Lakhs Forty-Five Thousand Three Hundred Sixty-Five Only) attended the meeting and the said Unsecured Creditors unanimously voted in favor of sanctioning the amended Scheme of Arrangement. 12. As per the Chairperson's Report of the meeting of the Unsecured Creditors of Petitioner Resulting Company, 5 (five) Unsecured Creditors through p....
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....(19AA) of the Income Tax Act and the last observation relates to legal expenses to be paid to the Regional Director. 16. In response to the representation of Regional Director, the Petitioner Companies filed an affidavit dated 19.6.2019 with this Tribunal. With regard to first observation, it is submitted that the Petitioner Companies undertake to comply with the provisions of Sec. 61 of the Companies Act, 2013, if so required and also undertake to pay stamp duty, etc. if payable. With regard to the second observation, it is submitted by the Petitioner Companies that for the purpose of proposing a Scheme of Arrangement in the nature of Demerger, no separate compliance of any provisions of FEMA or RBI Guidelines is necessary where there are foreign shareholders in case of the Petitioner Demerged Company. So far as allotment of fresh shares by the Petitioner Resulting Company to the shareholders of the Petitioner Demerged Company upon sanction of the Scheme is concerned, no approval of Reserve Bank of India is necessary since both the Companies are covered in Sectors under the 100% automatic route as per the FDI Policy dated 28.8.2017 read with Foreign Exchange Management (Transfe....
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....tor, North Western Region, Registrar of Companies, concerned Income-tax authorities. The Petitioner Companies filed affidavits in compliance of the aforesaid directions of this Tribunal on 19.6.2019 and are placed on record. 21. It is further stated that pursuant to the order dated 10.6.2019 and issuance of notice to the aforesaid statutory authorities and publication of the notice of hearing of petition in the aforementioned newspapers, no representation has been received. 22. It is stated that as the petitioners were developing the brand of Oyo Hotels, the Board of Directors of Alcott Town Planners Private Limited (now Oyo Hotels and Homes Private Limited), the Petitioner Resulting Company passed a resolution in their meeting held on 4.7.2019 to approve change of name of the Petitioner Resulting Company to Oyo Hotels and Homes Private Limited. The General Body of Shareholders passed a special resolution at the Extra Ordinary General Meeting held on 5.7.2019 approving the change of name from Alcott Town Planners Private Limited to Oyo Hotels and Homes Private Limited. The Petitioner Resulting Company also filed requisite form by uploading the same with the MCA portal. In vie....