0j · pdf filethe company will strive to list the gayatri highways (gh) shares on nse &...

17
\0J GAyATRI 7th November, 2017 To, To, The General Manager, The Secretary, The Department of Corporate Relations, The Bombay Stock Exchange Limited., 25 th Floor, Phiroz Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Dear Sir/Madam, National Stock Exchange of India ltd. 5 th Floor, Exchange Plaza Plot No.C/1, G Block Bandra Kurla Complex, Bandra (East) Mumbai -400 051. Sub: Approval of Composite Scheme of Arrangement - Reg. Ref: Company Petition for sanction of Composite Scheme of Arrangement between MIs. Gayatri Projects Limited ("the Transferee Company" or "the Demerged Company"), MI s. Gayatri Infra Ventures Limited ("the Transferor Company" ) and MIs. Gayatri Domicile Private Limited ("the Resulting Company") and their respective Shareholders and Creditors. With reference to the above cited subject and reference, we are pleased to inform you that :- 1. The National Company Law Tribunal Hyderabad Bench (NCLT) has sanctioned the composite scheme of arrangement between Gayatri Projects Limited (GPL), Gayatri Infra Ventures Ltd. (GIVL) & Gayatri Domicile Pvt. Ltd. (now Gayatri Highways Limited, GH) to restructure the Road BOT Assets (RBAs) business. The scheme was originally approved by the respective Boards of Directors on 16 th July 2016. 2. The scheme will come into effect after filing the NCL T order with the Registrar of Companies (RoC) and authorized capital of GH is expanded. 3. Brief particulars of the scheme of arrangement are listed at the bottom of this message (disclosed in detail on 16 th July 2016). As a result of the sanction : a. All RBAs owned by GIVL will be amalgamated with GPL effective 1 st April, 2016. b. RBA business of GPL will be demerged into Gayatri Highways (GH) effective 31 st March 2017 c. GPL's consolidated balance-sheet as on 31 st March 2017 would be recast to exclude the demerged RBA business (all its assets & liabilities). d. RBA business Profit & Loss a/c will not be consolidated any more with GPL accounts starting FY2018. e. All GPL shareholders will be issued one equity share of Resultant Company (Gayatri Highways) for every 1 equity share held by them in GPL, as fully paid up. Consequently, current GPL shareholders will end up directly ow vning 74% stake in Resultant Company. GPL will own the rest of the shareholqing in Resultant Company i.e. Gayatri Highways. \ 1 , ).) Regd . & Corp. Office: Gayatri Projects limited, 8 1, 6-3-1090, TSR Towers Raj Shavan Road, Somajiguda, Hyderabad 500 082. T.S CIN:L99999TG1989PLC057289 T +91 402331 0330 14284/4296 F +91 40 2339 8435 E gplhyd@gayatri. co. in www.gayatrLco.in

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Page 1: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

\0J GAyATRI

7th November, 2017

To, To, The General Manager, The Secretary, The Department of Corporate Relations, The Bombay Stock Exchange Limited., 25th Floor, Phiroz Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Dear Sir/Madam,

National Stock Exchange of India ltd. 5th Floor, Exchange Plaza Plot No.C/1, G Block Bandra Kurla Complex, Bandra (East) Mumbai -400 051.

Sub: Approval of Composite Scheme of Arrangement - Reg.

Ref: Company Petition for sanction of Composite Scheme of Arrangement between MIs. Gayatri Projects Limited ("the Transferee Company" or "the Demerged Company"), MI s. Gayatri Infra Ventures Limited ("the Transferor Company" ) and MIs. Gayatri Domicile Private Limited ("the Resulting Company") and their respective Shareholders and Creditors.

With reference to the above cited subject and reference, we are pleased to inform you that :-

1. The National Company Law Tribunal Hyderabad Bench (NCLT) has sanctioned the composite scheme of arrangement between Gayatri Projects Limited (GPL), Gayatri Infra Ventures Ltd. (GIVL) & Gayatri Domicile Pvt. Ltd. (now Gayatri Highways Limited, GH) to restructure the Road BOT Assets (RBAs) business. The scheme was originally approved by the respective Boards of Directors on 16th July 2016.

2. The scheme will come into effect after filing the NCL T order with the Registrar of Companies (RoC) and authorized capital of GH is expanded.

3. Brief particulars of the scheme of arrangement are listed at the bottom of this message (disclosed in detail on 16th July 2016) . As a result of the sanction :

a. All RBAs owned by GIVL will be amalgamated with GPL effective 1st April, 2016. b. RBA business of GPL will be demerged into Gayatri Highways (GH) effective 31st

March 2017 c. GPL's consolidated balance-sheet as on 31 st March 2017 would be recast to

exclude the demerged RBA business (all its assets & liabilities). d. RBA business Profit & Loss a/c will not be consolidated any more with GPL

accounts starting FY2018. e. All GPL shareholders will be issued one equity share of Resultant Company

(Gayatri Highways) for every 1 equity share held by them in GPL, as fully paid

up. Consequently, current GPL shareholders will end up directly owvning 74% stake in Resultant Company. GPL will own the rest of the shareholqing in

Resultant Company i.e. Gayatri Highways. \ 1 , ).)

Regd. & Corp. Office: Gayatri Projects limited, 8 1, 6-3-1090, TSR Towers Raj Shavan Road, Somajiguda, Hyderabad 500 082. T.S

CIN:L99999TG1989PLC057289

T +91 402331 0330 14284/4296 F +91 40 2339 8435

E [email protected]. in www.gayatrLco.in

Page 2: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

~ Continuous Sheet GAYATRI

4. GPL will convene its postponed AGM to approve the recast accounts. GPL had earlier sought from RoC (and was granted) an extension of time for holding AGM in anticipation of this NCLT sanction for scheme of arrangement, as previously disclosed on 30th August 2017.

5. The company will strive to list the Gayatri Highways (GH) shares on NSE & BSE as soon as practicable.

6. GPL's Road Business Assets portfolio comprises of 7 BOT Roads (4 annuity and 3 toll roads). The roads add upto 2.450 lane kms with more than Rs.7000cr project cost incurred. The gross shareholder capital employed in these roads is about RS.950cr through equity and shareholder loans. Initial book value of Gayatri Highways will be around Rs.125cr. More financial details will be made available ahead of listing of Gayatri Highways.

The brief particulars of the scheme is as follows:

In order to achieve better management and to have clear focus on business operations, the management of Demerged Company (GPL) has decided to demerge Infrastructure Road BOT Assets Business, thereby transferring Infrastructure Road BOT Assets Business of GPL to GDPL(Now Gayatri Highways), in the interests of maximizing overall shareholder value. Please refer July 16, 2016 corporate announcement by the Company.

Therefore, with a view to effect such plan, the Board of Directors of Demerged Company and the Resulting Company proposes that the Infrastructure Road BOT Assets Business of the Demerged Company be transferred to and vested in the Resulting Company on a going concern basis to be undertaken through this Scheme under the provisions of Sections 391 to 394 read with relevant provisions of the Companies Act, 1956 and the Companies Act, 2013, for such consideration and in such manner as provided for in the Scheme.

Accordingly, this Scheme under Sections 391 to 394 and applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, has been proposed to provide for transfer of Infrastructure Road BOT Assets Business of the Demerged Company by way of demerger to the Resulting Company.

The Composite Scheme is divided into the following parts:

~ Part A deals with transfer of investments in SMTL(WOS of GPL) from GPL to GDPL(Now Gayatri Highways)

~ Part B deals with amalgamation of GIVL with GPL ~ Part C deals with Transfer of Infrastructure Road BOT Assets

Business from GPL to GDPL (now Gayatri Highways) by way of

demerger V ) . I

Page 3: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

~ Continuous Sheet GAyATRI

As a result of this demerger, the Resulting Company (GDPL) now "Gayatri Highways" will be listed in both the stock exchanges and the shareholders of GPL will hold shares in Gayatri Highways.

Further, we received observation letters from both the Exchanges on October 20th, 2016 giving no objection for filing the scheme with the Hyderabad High-Court. Later on, the filing has been moved to NCLT. Now, we received the certified copy of the NCLT order dtd.3rd November, 2017 approving the scheme, which is attached herewith for your reference.

M/s.INGA CAPITAL PVT. LIMlTED(Merchant Banker) is assisting in completion of this transaction .

We will intimate the further developments of the transaction as and when required under Regulation 30 of SEBI (LODR) 2015.

For your kind information and dissemination please.

Thanking you,

Yours truly,

For GAYATRI PROJECTS LIMITED

(CS I.V. Lakshmi) Company Secretary and Compliance Officer Membership No.17607.

Page 4: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

~-

Page 1 of 14

IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH, AT HYDERABAD

FREE OF COST COPY

c.p (CM) NO.29/230/HDB12017 U/s 230 & 232 of the Companies Act , 2013

In the matter of

Gayatri Projects Limited Having its registered office at TSR Towers, B-1 , 6-3-1090 Rajbhavan Road,

Somajiguda, Hyderabad - 500 082, Telangana State

The Regional Director South East Region Ministry' of Corporate Affairs Hyderabad

. . . Petitioner I Demerged I Transferee Company.

Versus CERTIF IED TO BE TR UE COpy

OF THE ORI GIN AL

... Respondent

Order pronounced on 3rd November, 2017

CORAM: Hon'ble Mr. Rajeswara Rao Vittanala, Member (Judicial)

Parties Present: Counsels for the Petitioner

Counsel for Regional Director:

Mr. V.S.Raju & V.B.Raju Advocates

Mr. B. Appa Rao, Central Govt. Standing Counsel

Per: Rajeswara Rao Vittanala, Member (Judicial)

ORDER

1. The Company Petition bearing C. P (CM) No.

29/230/HDB/2017 is filed by Mis. Gayatri Projects Limited

(Petitioner I Demerged I Transferee Company), under

Sections 232 R/w 230 of the Companies Act, 2013, by inter­

alia seeking a direction to sanction and confirm the

Composite Scheme of Arrangement in question so as to be

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Page 2 of 14

binding on all the members, Creditors and employees of the

Petitioner 1 Resulting Company and all the concerned etc.

2. Brief facts of case, which are relevant to the issue in

question, as mentioned in the Company petition, are stated

as under;

1) Mis. Gayatri Projects Limited (The Petitioner I

Demerged I Transferee Company) is a Public

Limited Company incorporated under the

provisions of the Companies Act, 1956 on

15.09.1989. Its Registered Office is situated at

TSR Towers, 8-1, 6-3-1090, Rajbhavan Road,

Somajiguda, Hyderabad, Telangana - 500 082,

India. The objects of the Transferee Company is

to carryon the trade or business of service

contractors and engineers in any branch of

industry as also manufacturers; builders and

contractors of every and description etc.,

Its present Authorised Share Capital as on

31.03.2016 is Rs.800,000,0001- divided into

80,000,000 Equity Shares of Rs.1 01 - each. The issued

subscribed paid up Capital is Rs. 354,503,800 divided

into 35,450,380 equity shares of Rs. 101- each.

2) M/s.Gayatri Infra Ventures Limited (Transferor

Company) is a Company incorporated under the

provisions of the Companies Act, 1956 on 22.01.2008.

Its Registered Office is situated at 1 st Floor, TSR

Towers, 6-3-1090, Rajbhavan Road, Somajiguda,

Hyderabad, Telangana - 500 082. The objects of the

Petitioner 1 Transferor Company is to carryon in India

or elsewhere the trade or business of service

contractors and engineers in any branch of industry as

also builders and contractors of every type and

description etc.,

Its Authorized Share Capital as on 31. 03.2016 is

Rs. 20,000,0001- divided into 2,000,000 Equity Shares

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Page 3 of 14

of RS.1 01 - each. The issued subscribed and paid up

capital is Rs.17,708,3301-divided into 1,770,833

equity shares of Rs. 101 - each full paid up.

3) Mis. Gayatri Domicile Private Limited (Resulting

Company) is a Company incorporated under the

provisions of the Companies Act, 1956 on 28.12.2006.

Its Registered Office is situated at 1 st Floor, TSR

Towers, 6-3-1090, Rajbhavan Road, Somajiguda,

Hyderabad, Telangana - 500 082. The objects of the

Petitioner I Resulting Company is to construct, let

out, furnish and carryon all or any of the functions of

proprietors of flats, maisonettes, dwelling houses,

shops, offices etc. ,

Its Authorized Share Capital as on 31. 03.2016 is Rs.

10,000,0001 - divided into 1,000,000 Equity Shares of

RS.1 01 - each. The issued subscribed and paid up

capital is Rs.200, 0001- divided into 20,000 equity

shares of Rs. 101 - each full paid up.

4) In order to achieve the following benefits to all the

three Companies involved herein and their respective

shareholders and all other concerned, the Companies

have framed the Composite Scheme of Arrangement in

question U/s 391 to 394 of Companies Act, 1956 and

the extant applicable provisions of Companies Act,

2013:

(i) It will achieve better management and to

have clear focus on business operations, the

management of Demerged Company has

decided to demerge Infrastructure Road BOT

Assets Business, thereby transferring

Infrastructure Road BOT Assets Business (as

defined hereinafter) of GPL to GDPL, in the

interests of maximizing overall shareholder

value.

Page 7: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

Page 4 of 14

(ii) The Resulting Company proposes that the

Infrastructure Road BOT Assets Business of

the Demerged Company be transferred to

and vested in the Resulting Company on a

going concern basis to be undertaken

through this Scheme under the provisions of

Sections 391 to 394 read with relevant

provisions of the Companies Act, 1956 and

the Companies Act, 2013 , for such

consideration and in such manner as

provided for in this Scheme (as defined

hereinafter).Accordingly, it is proposed to

transfer of Infrastructure Road BOT Assets

Business of the Demerged Company by way of

demerger to the Resulting Company.

(iii) Upon the sanction of the Scheme by the High

Court (as defined hereinafter) and the

Composite Scheme becoming effective on the

Effective Date (as defined hereinafter), the

Infrastructure Road BOT Assets Business of the

Demerged Company shall stand transferred to,

and be vested in, the Resulting Company on and

from the Appointed Date for all intent and

purposes.

5) In view of the above object involved in the scheme,

the Board of Directors of the Resulting Company,

Transferor and Demerged/Transferee Companies at

their respective meetings even held on 16th day of

July, 2016 approved the Composite Scheme of

Arrangement wi th effect from April 1, 2016

(Appointed date) for the amalgamation of the

Transferor Company with the Transferee Company,

and 31 st March, 2017 (Appointed Date) for the

demerger of Infrastructure Road BOT Assets Business

from the Demerged Company to the Resulting

Page 8: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

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Page 5 of 14

Company, subject to the approval of the shareholders,

creditors and confirmation by Hon'ble Tribunal

6) Accordingly, the Petitioner I Demerged I Transferee

Company has filed Company Application No. 1620 of

2016 under Section 391 of the Companies Act, 1956

before the Hon'ble High Court of Judicature at

Hyderabad for the State of Telangana and the State of

Andhra Pradesh by seeking a direction to convene the

meetings of Equity Shareholders, Secured Creditors

and Unsecured I Trade Creditors of the Petitioner I

Demerged I Transferee Company for consideration of

the proposed Composite Scheme of arrangement

between Petitioner I Demerged I Transferee Company

and Mis. Gayatri Infra Ventures Limited (Transferor

Company) and Mis. Gayatri Domicile Private Limited (

Resulting Company) as detailed in the Scheme.

7) The said Company Application No. 1620 of 2016 was

disposed of by Hon'ble High Court vide its Order dated

05.12.2016 directing the petitioner I Demerged I

Transferee Company to convene the meetings of

Equity Shareholders, Secured Creditors and Unsecured

I Trade Creditors. Accordingly, meetings were duly

convened by the Chairman and the scheme in question

was approved unanimously by the Equity Shareholders

and Secured Creditors and by requisite majority in

case of Unsecured I Trade Creditors. The respective

Chairpersons appointed for meetings of Equity

Shareholders, Secured and Unsecured I Trade

Creditors have filed their reports on 6th February,

2017. After fulfilling requisite conditions for sanction

of scheme in question, the present petition is filed for

sanction of the scheme.

8) The following are further brief terms of Proposed

Composite Scheme of Arrangement:

Page 9: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

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a) Transfer and Vesting of Undertaking of

Transferor Company:

b)

with effect from the Appointed Date i. e.

01.04.2016, the whole of the Undertaking shall

be transferred to and vested in or be deemed to

be transferred to and vested in the Demerged /

Transferee Company as a going concern with all

the rights, title, interest or obligations of the

Transferor Company thereto and with effect

from the appointed date and subject to the

provisions of this scheme, the entire

infrastructure road BOT assets business shall be

transferred to and vested in or be deemed to be

transferred to and vested in the Resulting

Company as a going concern with all the rights ,

title, interest or obligations of the Demerged

Company thereto.

Legal proceedings:

All suits, actions and proceedings of whatsoever

nature by or against the Transferor Company or

Demerged / Transferee Company on the

Appointed Date and till the Effective Date shall

be transferred to the name of the Transferee

Company / Resulting Company as the case may

be and the same shall be continued and

enforced by or against the Demerged /

Transferee and Resulting Company, to the

exclusion of the Transferor Company /

Demerged Company as the case may be, etc

c) Transferor Company Staff, Workmen and

Employees:

All the staff, workmen and other employees in

the service of the Transferor Company in case of

merger and Demerged Company in case of

Demerger, immediately before the Appointed

Date, under this Scheme shall become the staff,

Page 10: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

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Page 7 of 14

workmen and other employees of the Transferee

/ Resulting C~mpany as the case may be, on the

basis that their services shall have been

continuous and shall not have been interrupted

by reason of such transfer as if such transfer is

effected under Section 25FF of the Industrial

Disputes Act, 1947, etc.

d) Saving of concluded transactions:

The transfer of Undertaking under Clause 8 and

Clause 27 of the Scheme, the continuance of the

effectiveness off contracts and deeds under

Clause 9 and Clause 23 of the scheme and legal

proceedings by or against the Transferor

Company or Demerged / Transferee Company

under Clauses10 and 22 shall not affect any

transaction or proceedings or contracts or deeds

already concluded by the Transferor Company or

Demerged Company (a) on or before the

Appointed Date and (b) after the Appointed Date

till the Effective Date, to the end and intent

that the Transferee Company and Resulting

Company accepts and adopts all acts, deeds and

things done and executed by the Transferor

Company and Demerge Company in respect

thereto as done and executed on behalf of

itself.

e) Issue of shares by the Resulting Company to

shareholders of Demerged Company:

Upon this Scheme coming into effect, the

Resulting Company shall, without any further

application or deed, issue and allot to every

member of the Demerged Company, holding

fully paid up equity shares in the Demerged

Company and whose names appear in the

Register of Members of the Demerged Company

Page 11: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

Page 8 of 14

on the Record Date, in the following ratio (the

"Share Exchange Ratio"):

In respect of every 1 (One) equity shares of

Rs. 1 0/ - each fully paid up held by such member

in the Demerged Company, 1 (One) equity share

in the Resulting Company of Rs 10/ - each

credited as fully paid up.

f) Fractional entitlement:

If any shareholder of the Demerged Company

becomes entitled to any fractional shares,

entitlements or credit on the issue and

allotment of equity shares by the Resulting

Company in accordance with Clause 24.1 of this

Scheme, the Board of Directors of the Resulting

Company shall consolidate all such fractional

entitlements and shall, without any further

application, act, instrument or deed, issue and

allot such consolidated equity shares directly to

an individual trust or a board of trustees or a

corporate trustee nominated by the Resulting

Company (the "Trustee"), who shall hold such

equity shares with all additions or accretions

thereto in t rust for the benefit of the respective

shareholders, to whom they belong and their

respective heirs, executors, administrators or

successors for the specific purpose of selling

such equity shares in the market at such price or

prices and on such time or times, as the Trustee

who shall hold the same as a trustee for and on

behalf of such shareholders of Demerged

Company, and shall dispose of the same and

distribute the proceeds thereof to such

shareholders in proportion to and in lieu of their

respective fractional entitlements.

g) Approvals:

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Approval of the Scheme by the shareholders of

Resulting Company shall be deemed to be due

compliance with the provisions of Section 62 of

the Companies Act, 2013 and other relevant and

applicable provisions of the Act for the issue and

allotment of shares by Resulting Company to the

shareholders of the Demerged Company, as

provided in this Scheme.

h) Accounting treatment:

Upon the Scheme coming into effect the

Demerger Company shall reduce the book values

of assets & liabilities relating to the

Infrastructure Road BOT Assets Business

transferred pursuant to the Scheme from the

Demerged Company to the Resulting Company

from the total book value of assets & liabilities

as appearing in the books of the Demerged

Company at the close of business of the day

immediately preceding the Appointed Date ;The

excess of book value of assets over liabilities of

the Infrastructure Road BOT Assets Business, if

any, shall be adjusted against the balance in the

Securities Premium / Capital Reserve / General

Reserve / Balance in the statement of profit or

loss of the Demerged Company. In case of a

shortfall of book value of assets over book value

of liabilities, if any, shall be credited to the

Capital Reserve Account of the Demerged

Company. The expenses pertaining to the

demerger, except those mentioned in Clause

25.2.3 shall be debited to the Securities

Premium Account.

i) Modifications/amendments to the Scheme:

The Demerged Company and the Resulting

Company by their respective Board of Directors

or such other person or persons, as the

Page 13: 0J · PDF fileThe company will strive to list the Gayatri Highways (GH) shares on NSE & BSE ... by way of demerger to the ... interests of maximizing overall shareholder value

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respective Board of Directors may authorize

including any committee or sub-committee

thereof, may make and/or consent to any

modifications/amendments to the Scheme or to

any conditions or limitations that the court or

any other authority may deem fit to direct or

impose or which may otherwise be considered

necessary, desirable or appropriate by them,

provided however, the Demerged Company and

the Resulting Company or such other person or

persons, as the respective Board of Directors

may authorize (including any committee or sub­

committee thereof) shall not make and/or

consent to any modifications/ amendments to

the condition set out at Clause 31.4 of this

Scheme and this Scheme shall always be

conditional upon completion of the condition as

set out at Clause 31.4 of this Scheme. The

Demerged Company and the Resulting Company

by their respective Board of Directors or such

other person or persons, as the respective Board

of Directors may authorize including any

committee or sub-committee thereof, shall be

authorised to take all such steps as may be

necessary, desirable or proper to resolve any

doubts, difficulties or questions 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.

j) Scheme conditional on approvals / sanctions:

This Scheme is conditional on and subject to the

sanction or approval under any of law of the

Central Government, State Government, or any

other agency, department or authorities

concerned being obtained and granted in respect

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Page 11 of 14

of any of the matters in respect of which such

sanction or approval is required etc.

9. The case was listed before this Bench on 29.03 .2017,

28 .04. 2017, 09.05.2017, 22.06.2017, 05.07.2017,

19.07.2017 and finally on 28.07.2017.

10. I have heard Mr.V.S.Raju and V.B.Raju, Learned

Counsels for the Petitioner / Demerged / Transferee

Company, Mr. B. Appa Rao, Central Government

Standing Counsel and also have carefully perused all

pleadings along with material papers filed in its

support.

11. Shri V.B.Raju, the learned counsel for petitioner, while

reiterating various contentions raised in the Company

petition by adverting relevant material papers filed in

their support, have further submitted that as per the

directions of t he Tribunal, the Petitioner got

published "Notice of Petition" in Newspapers namely

Business Standard, English Daily, Hyderabad Edition,

and Telugu Daily (Andhra Bhoomi - Hyderabad Edition)

on 03.04.2017 and also and filed a proof of the same

vide memo dated 20.04.2017. The learned counsel

further confirmed that in pursuance to said

notifications, no objections / oppositions were

received from anybody, about the scheme in question.

He further submits that in pursuant to the Orders

dated 29 .03.2017 of the Tribunal; notices were also

issued to the Registrar of Companies, Regional

Director (SER), and the Income Tax Department.

Since there is no objection from anybody and the

Scheme in question is for the benefit of all concerned

as detailed in it, the learned counsel urged the

Tribunal to sanction the scheme as prayed for.

12.. The Regional Director (SER), Hyderabad has filed a

common affidavit dated 3rd July, 2017 in c.P. Nos. 29/

230 / HDB / 2017, 30 / 230 / HDB / 2017 and

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Page 12 of 14

311230/HDB12017, by inter alia stating that in

pursuant to direction of Hon'ble High court passed in

CA No. 1620 of 2016 5th December, 2016, meetings of

equity shareholders, secured creditors convened and

the report of Chairperson was also filed. Similarly,

meetings of equity shareholders and un-secured

creditors filed other two Companies were also

dispensed with by separate orders passed in CA Nos.

1621 and 1622 of 17; authorised share capital of

Resulting Company may be insufficient to meet the

requirement of shares as consideration to the

members of the Demerged Company. So, the Resulting

Company may suitably increase its authorised capital

to meet the said requirement by filing necessary e­

forms along with requisite fees along with requisite

fees with Registrar of Companies. He has further

stated that the Companies involved in the scheme are

regular in filing statutory returns and no complaints,

no investigations and no inspections are pending

against them. He, therefore, submit that the Tribunal

can consider the case as per merits.

I have carefully gone through all the pleadings

including the Composite Scheme of Arrangement in

question, Report of the Regional Director (SER) along

with extant provisions of Companies Acts, 195612013.

I am convinced that the Petitioner I Resulting

Company has complied with all statutory requirements

as required under Sections 230 &: 232 and other

relevant provisions of Companies Act, 2013 as detailed

supra. The Board of Directors of the Petitioner

Company at its meeting held on 16.07.2016 have duly

considered the pros and cons of Composite Scheme of

Arrangement in question, after perusing various

reports on the issue, and found it is advantageous and

beneficial to the Company, its members, the Secured

Creditors and all other concerned parties of the

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Page 13 of 14

Company, and thereafter, it was approved. I am also

convinced that the Composite Scheme of Arrangement

in question is advantageous to all concerned parties of

the Company and also and public in general. The

Scheme in question is duly approved by shareholders,

creditors all other concerned and interested parties in

the affairs of the Company involved. And it is also not

opposed by any authorities as detailed supra, and the

Petitioner Company is admittedly following all rules /

regulations of Companies Act as stated by Regional

Director. Therefore, the Company Peti tion deserved

to be allowed as prayed for.

14.. By exercising powers conferred on the Tribunal under

sections 232 R/w 230 of Companies Act, 2013, the

Company petition bearing C. P (CM)

NO.29/230/HDBI2017 is allowed with the following

directions:-

a) Hereby sanctioned the Composite Scheme of

Arrangement between Gayatri Projects Limited

and Gayatri Infra Ventures and Gayatri Domicile

private Limited (enclosed at Page No. 306 to 342

of the Peti t ion) with a further declaration that

the same is binding on all the members,

Creditors and employees of the Petitioner /

Resulting Company and all concerned;

b) The Petitioner / Demerged/Transfer Company is

permitted to cause a certified copy of this order

along with all necessary documents including

Scheme of Arrangement to be delivered to

Registrar of Companies within 30 days from the

date of receipt of Copy of this order;

c) The Petitioner / demerged Company is directed

to issue newspaper publication with respect to

approval of Composite Scheme of arrangement,

in the same newspapers, in which previous

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Page 14 of 14

publications were issued, in order to ensure

transparency / dissemination of complete

information to all concerned parties about the

approval granted by the Tribunal for the Scheme

as proposed.

d) The Petitioner / Demerged Company is further

directed to take all consequential and statutory

steps required in pursuance of the approved

Composite Scheme of Arrangement under the

Provisions of the Act.

e) Liberty is granted to any party / parties, who

are aggrieved by this order to seek any

direction(s) by way of filing miscellaneous

application in the present CP.

J:j/ r-RAJESW)(RA RAO vln ANALA

MEMBER (JUDICIAL)

~y. Regr.IA.Jt RegrlCourt OfIk:erf Naticnal COl1lpoy Law Tribunal, HyderabBd Bench

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