1. This is a Joint Application by the transferor and transferee companies, filed under Section 232 r/w Section 230 and other applicable provisions of the Companies Act, 2013, praying for the sanction of Scheme of Amalgamation between M/s. Veda Infra Projects (India) Private Limited (Transferor Company-1) and KSEZ Ports Private Limited (Transferor Company-2) M/s. Kakinada Infrastructure Holdings Private Limited (Tranferee Company) in terms of Scheme of Arrangement of Companies, enclosed in page No. 35-70 of the Petition.

2. The Registered Offices of the Transferor Company and the Transferee Company are situated in the State of Telangana.

3. Briefly, the facts are as follows:

i. The 1st Petitioner/Transferor Company-1 Veda Infra Projects (India) Private Limited having CIN: U45200TG1987PTC007198 was incorporated under the Companies Act, 1956 as Akshara Organics Private Limited on 20th February, 1987. The name of the Transferor Company No. 1 was changed several times, starting with Veda Chemicals Private Limited on 2nd February, 1995 and then to Veda Infra Holdings (India) Private Limited on 10th February 2010 and finally to its present name on 15th June 2010. The Transferor Company No. 1 is an unlisted private company within the meaning of Section 2(68) of the Companies Act, 2013.

• The Share Capital structure of the Transferor Company-1 as on 31.03.2022 is as follows:

SHARE CAPITAL	Rs.
AUTHORISED CAPITAL: 2,20,00,000 Equity Shares of Rs. 10/- each	22,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP CAPITAL: 83,55,900 Equity Shares of Rs. 10/- each, fully paid up	8,35,59,000

• The main objects for which the Transferor Company No. 1 has been incorporated are as set out in its Memorandum of Association. The main objects of the Transferor Company No. 1 are reproduced herein below:

1. To carry on the business of developing, maintaining and operating infrastructure projects.

2. To provide world class infrastructural facilities such as road/rail facilities, energy facilities, water, drainage, communication etc.

3. To provide associated Social Infrastructure such as health, educational etc.

4. To carry on the business of developers, builders, contractors, and subcontractors and/or agents, anywhere in the world.

ii. The 2nd Petitioner/Transferor Company-2 KSEZ Ports Private Limited having CIN: U74999TG2007PTC056788 and originally incorporated under the Companies Act, 1956 on 20th December 2007, is a private company within the meaning of Section 2(68) of Companies Act, 2013. At present, the Transferor Company No. 2 is not carrying on any commercial operations and has recorded a loss of Rs. 15,360/- for the year ending by 31st March 2022 as per audited financial statements for the year ending by 31st March 2022.

• The Share Capital structure of the Transferor Company - 2 as on 31.03.2022 is as follows:

SHARE CAPITAL	Rs.
AUTHORISED CAPITAL: 5,00,000 Equity Shares of Rs. 10/- each.	50,00,000
ISSUED, SUBSCRIBED AND PAID-UP CAPITAL: 20, 000 Equity Shares of Rs. 10/- each, fully paid up.	2,00,000

• The main objects for which the Transferor Company No. 2 has been incorporated are as set out in its Memorandum of Association. The main objects of the Transferor Company No. 2 are reproduced herein below:

1. To carry on in India or elsewhere either alone or jointly with one or more person, Government, local or other bodies the business of designing, developing, building, maintaining and operating seaport terminals, subject to necessary approvals/permissions from necessary Authorities, for bulk, break bulk, liquid, chemicals, gas, Petroleum products and containerized cargo and works of all description, including seaports, wharves, docks, pics, railways, tramways, waterways, roads, bridges, warehouses, ships, vessels of every description, gas work, electric works, water works, drainage and sewerage works and buildings of every description.

2. To construct and maintain for the Company, or for letting out on hire, graving and other docks, and other conveniences for the building, repairing or docking of ships or other vessels, and to aid in or contribute to the construction of any such works and to build; fit out and repair vessels of every description and to construct, repair engines, boilers and machinery.

3. to carry on business as general carriers, Port Operators, transporters, hawkers and forwarding agents of all kinds, by rail, road, sea and air and to undertake the forwarding, packing, storage, warehousing, removal, carrying, delivery, purchase, sale, exchange, mortgage, pledging, letting and exhibiting of goods and chattels of every description.

4. To manufacture produce, assemble, later, build, build, break, construct, convert commercialize, control, design, develop, dismantle, distribute, display, establish, exchange, erect, equip, fitting up, fabricate, hire, handle, let on hire, release, install, maintain, operate, organize, prepare, promote, supply, import, export, buy, sell and to act as agent, broker, consultant, collaborator, job worker, transporter or otherwise to deal in all size varieties, capacities, specifications, descriptions, characteristics, applications and uses of cranes, floating cranes, floating articles or things their parts, fittings, accessories, components, systems, devices, implements, structure, materials, substances.

iii. The 3rd Petitioner/Transferee Company Kakinada Infrastructure Holdings Private Limited was incorporated under the Companies Act, 1956 on 31st July, 2006 with CIN: U67120TG2006PTC050760. The Transferee Company has recorded an income from operations of Rs. 4,458.77 Lakhs and a net profit after tax of Rs. 3,198.64 Lakhs for the year ending by 31st March 2022. The Transferee Company has assets aggregating to Rs. 44,223.65 Lakhs as at 31st March 2022 as per audited financial statements for the year ending by 31st March 2022.

• The Share Capital structure of the Transferee Company as on 31.03.2022 is as follows:

SHARE CAPITAL	Rs.
AUTHORISED CAPITAL: 1,50,00,000Equity Shares of Rs. 10/- each	15,00,00,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL: 1,23,41,000 Equity Shares of Rs. 10/- each, fully paid up.	12,34,10,000

• The main objects for which the Transferee Company has been incorporated are as set out in its Memorandum of Association. The main objects of the Transferee Company are reproduced herein below:

1 To carry on the business as an Investment Company specially to invest in shares of any kind, stocks including debentures, secured, unsecured and any other kind of securities whether marketable or otherwise, bonds, loans, bills, hundies, company deposits etc., of any infrastructure companies as defined under Companies Act, 2013.

2 To buy, sell, deal, hold, invest, disinvest, exchange and surrender stock, shares, securities, scrips, derivatives, debt instruments, bonds, debentures, policies, book debts, and claims and commercial papers, government or commercial security or any other financial investment instruments of any company, banks whether government or non-government, public or private or any local authority whether in India or abroad, and to promote, subsidize and assist Companies and syndicates in order to promote the business of Company.

3 To advance, deposit or lend money, securities and properties to or with any company, body corporate, firm person or association to commence or expand any industrial or commercial activity or for any other business purposes, with or without security and such terms as may be determined from time to time and to discount buy sell or deal in bill notes, warrants, coupons and other negotiable or transferable securities or documents and to guarantee the performance of any contract by any such person, however the company shall not carry on the business of Banking as defined under the Banking Regulation Act 1949.

4 To borrow or raise money in such manner as the company, shall think for and in particular by issue of debentures (perpetual or otherwise convertible or non-convertible) and to secure the repayment of any money borrowed, raised or owing by mortgage charge or lien upon all or any of the company's property (both present and future), including its uncalled capital and also by a similar mortgage or lien to secure and guarantee the performance by the company or any other person or body corporate of any obligation undertaken by the company or any other person or company, as the case may be, subject to the directives of the Reserve Bank of India.

4. According to the Petitioner Companies, The Scheme will benefit the respective Transferor Companies, the Transferee Company and their respective shareholders. The rationale and reasons for the proposed Scheme of Arrangement, inter alia, are summarized below:

The Scheme would-

• Result in consolidation of undertakings of the Transferor Company No. 1 and the Transferor Company No. 2 with the Transferee Company, resulting in expansion of its business which will assist in achieving higher long term financial returns thereby creating greater value for shareholders/stakeholders.

• Facilitate focused strategic leadership and top management attention so as to integrate the business synergies and reap the benefits of consolidation;

• Reduce the number of legal entities in the group thereby reducing managerial overlaps which are necessarily involved in running multiple entities and help channelise synergies;

• Enable optimum utilization of the available resources, broadening the customer base besides enabling a focused business approach for achieving optimisation;

• Enable achievement of higher long-term financial returns and inculcation of greater financial strength and flexibility than could be achieved by the companies individually; and

• Result in greater rationalisation and help reduce duplication of systems and processes

7. In order to achieve the aforesaid objectives, the Board of Directors of the Petitioner Companies have proposed to consolidate the Transferor Companies and the Transferee Company into a single Company, by assimilating the asset businesses carried on by the Transferor Company and the Transferee Company.

8. The Board of Directors of the Petitioner Companies approved their Scheme at their respective board meetings held on 22.08.2022. The appointed date is 01.09.2022. Consent by way of Affidavit and No Objection to the Scheme supported by Board resolutions was also obtained from all the Equity Shareholders, Secured Creditors of the Petitioner Companies.

9. As regards the consents that have to be obtained from the unsecured creditors, a direction was given to the parties to file the affidavits of their consent. But the counsel drew the attention to a board resolution authorizing the Board to take decisions on behalf of all the unsecured creditors, in all aspects. Hence, 'no objection' from the Board is not required since the Board has already resolved to change the Appointed Date, invoking the authority under the said resolution.

10. The Company Petition is filed in pursuance of the Order dated 15.12.2022 passed in CA 38/230/HDB/2022. The Petitioner Companies have complied with all the requirements as per directions of this Tribunal and have filed necessary affidavits of compliance with the Tribunal.

11. As per the directions of this Tribunal vide order dated 15.12.2022, the Petitioner Companies issued notices to the Statutory Authorities.

12. Notices were served on the Central Government through the Regional Director (SER), Registrar of Companies (RoC), Official Liquidator, Hyderabad, Income Tax Authorities for intimating the Scheme of Amalgamation.

13. The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad has filed its Report on 21.03.2023, inter alia, stating that the Hon'ble Tribunal may be pleased to consider the observations as pointed out therein and pass such orders after hearing the Income Tax Department.

14. In response to the observations made by the Regional Director, the Petitioner Companies have given necessary undertakings and clarifications through their reply affidavit filed on 27.03.2023. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:

15. Hence, from the above report of the RD, it can be understood that there are no tenable objections raised and that the queries posed to the companies were also answered. Hence, the direction as sought for by the Regional Director (RD) would stand complied.

16. The Official Liquidator (OL) made certain observations in his report filed on 09.03.2023. In response, the Petitioner Companies filed their reply affidavit dated 10.03.2023 and the Official Liquidator filed further observations on 28.03.2023, which are as follows:

Finally the Official Liquidator (OL) accepted the submissions made by the Petitioners and did not raise any objections for accepting the Scheme of Amalgamation of the Petitioner Companies.

16. A copy of the Auditor's Certificate issued by R.B. ASSOCIATES, Chartered Accountants, certifying that the Scheme of Amalgamation of M/s. Veda Infra Projects (India) Private Limited/Transferor Company-1 and M/s. KSEZ Ports Private Limited/Transferor Company - 2 with M/s. Kakinada Infrastructure Holdings Private Limited/Transferee Company is in accordance with the accounting treatment as prescribed under Section 133 of the Companies Act, 2013 and rules made thereunder is filed at page No. 292 to 295 of the application.

17. Consideration for amalgamation and clubbing of authorised capital of the Transferor Companies is provided for under Part III of the Scheme. Accordingly, it is provided as follows:-

"Since each of the Transferor Companies being a wholly owned subsidiary of the Transferee Company is being amalgamated with the Transferee Company, there would be no issue of shares pursuant to the amalgamation. The entire issued and paid-up share capital of the respective Transferor Companies held by the Transferee Company including through its nominee(s) shall stand cancelled upon the Scheme being effective in terms of the Scheme"

18. We have heard the Learned Counsel for Petitioner Companies and perused the material papers on record. Considering the entire facts and circumstances of the case and on perusal of the Revised Scheme, Reports of the Regional Director, Official Liquidator, and reply/undertakings of the Petitioner Companies thereon and the documents produced on record, the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Section 230 to 232 of the Companies Act, 2013.

ORDER

I. After hearing the Learned Counsel for the Petitioner Companies and after considering the material on record, this Adjudicating Authority passes the following order:

i. The Scheme of Arrangement, which is filed at page Nos. 35 to 70 of the Main Application filed by the Petitioner is hereby sanctioned and confirmed with appointed date as 01.09.2021 and shall be binding on all the members, employees, creditors, concerned statutory, regulatory authorities and all other stakeholders of the Petitioner Companies.

ii. While approving the Scheme, we made it clear that this order should not be construed as on order in anyway granting exemption from payment of stamp duty, taxes or any other charges, if any, payable, in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law.

iii. The whole of the assets, property, rights and Liabilities of the Transferor Companies shall be transferred without the requirement of any further act or deed to the Petitioner/Transferee Company.

iv. We direct the Petitioner companies to comply with all the observations pointed out by the Regional Director and Official Liquidator, if any.

v. We direct the Petitioner Companies to preserve the books of accounts and papers and records and the same shall not be disposed of without the prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013.

vi. We direct the Petitioner Companies to ensure statutory compliance of all applicable laws and also on sanctioning of the present Scheme the Petitioner Companies shall not be absolved for any of its statutory liability in any manner.

vii. We direct the Petitioner Companies involved in the Scheme to comply with Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2013. The Petitioner Companies within 30 days after the date of receipt of certified copy of the order, shall cause certified copy to be delivered in the Form INC-28 to the Registrar of Companies concerned for registration and on such certified copy being delivered, Registrar of Companies concerned shall take all necessary consequential action in respect of the Petitioner Companies.

viii. The Petitioner Companies are further directed to take all consequential and statutory steps required in pursuance of the approved Scheme of Amalgamation under the provisions of the Companies Act, 2013 and submit necessary compliance and undertaking relating to the objections raised by the Regional Director (SER), MCA, Government of India, Hyderabad and Official Liquidator, Hyderabad.

ix. All the legal proceedings pending by or against the Transferor Companies shall be continued by or against the Transferee Company.

x. Though no representation has been received from the Income Tax Authorities despite service of notice by the Petitioner Companies, the tax implications, if any, arising out of the Scheme is subject to final decision of the Tax Authorities concerned and the decision of the Tax Authorities concerned shall be binding on the Transferee Company.

xi. The Transferee Company is directed to strictly comply with the Accounting Treatment Standards prescribed under Section 133 of the Companies Act, 2013.

xii. The sanction of the Scheme by this Adjudicating Authority shall not forbid the Revenue Authority from taking appropriate recourse for recovering the existing and previous tax liabilities of the Transferor and Transferee Companies.

xiii. We direct the Transferee Company to comply with the provisions of Section 2(41) of the Companies Act, 2013.

xiv. The Transferor Company shall be dissolved without going through the process of winding up.

xv. The Petitioner Companies shall until the completion of the Scheme of Amalgamation, file a statement in such form and within such time as prescribed with the Registrar every year duly certified by the Chartered Accountant or a Cost Accountant or a Company Secretary to the effect that the Scheme of Amalgamation is being complied in accordance with the orders of the Adjudicating Authority as required under Section 232(7) of the Companies Act, 2013.

xvi. All concerned shall act on a copy of this order along with Scheme duly authenticated by the Deputy/Assistant Registrar of this Tribunal.

xvii. Any person shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

xviii. Accordingly, the Scheme is allowed and the Company Petition bearing CP(CAA) No. 10/230/HDB/2023 stands disposed of.