Logix and ATS Groups

Logix and ATS Groups www.infralive.com 35 Infra LIVE August 15, 2022 (Celerity) was incorporated on January 2, 2014. The authorised equity share capital and the paid- up capital of the Celerity was Rs 1 lakh only with 10,000 equity shares of Rs 10 each. The promoter of the c o m p a n y w a s L o g i x Infradevelopers Pvt Ltd (Logix Infra) with 99.90 per cent stake and Shakti Nath with 0.10 per cent stake. It became a joint venture (JV) on July 29, 2015, following a JV agreement between Logix Group and ATS Group. In pursu- ance thereto, Geetamber Anand of the ATS Group became a director of Celerity in July 2015. I n A u g u s t 2 0 1 5 , L o g i x Infradevelopers Pvt Ltd (Lessee) applied for permission to the Noida Authority to sub-lease the sub-plot SC-01/CA-12 measuring 55,301 sqm to Celerity claiming it to be their subsidiary. This was approved by the Noida Authority vide their letter Noida / Commercial / 2015 / 1477 dated September 11, 2015. Accordingly, a sub-lease agreement was executed between Lessee and Celerity on September 11, 2015 (scan-A1 at pg 36) and registered in the office of Sub-Registrar 2, Noida on September 15, 2015. This is evident from the copy of lease deed uploaded on the website of UP RERA by them. The lessee passed on 100 per cent shareholding of Ce l e r i t y t o t he ATS g r oup/ Geetamber Anand by July 2018. In support of their claim for exemption from Stamp Duties in September 2015, the lessee and sub-lessee (Celerity) produced a letter number RoC/Misc/ holding subsidiary/ 794 dated June 6, 2014 issued by RoC Kanpur (scan-A2 at pg 37) to the effect that the Celerity was a subsidiary of Logix Infra Developers Pvt Ltd as they had 99.90 per cent shares of the Celerity, along with the sub-lease- deed before the sub-registrar Noida 2. In its letter, the RoC Kanpur had also stated that the certificate was being issued on the basis of letter No. RoC/Misc/2886 dated June 5, 2014 fromRoCDelhi, letter dated June 5, 2014 from Celerity, affidavit dated May 27, 2014 filed by Shakti Nath as notification. InfraLive has found that in at least two cases in Sport City Plot No. SC-01/150, though the companies were no longer subsidiaries of the parent/ holding company, they c l a imed the exempt ion f rom payment of stamp duty/ registra- tion charges from registrar/ sub registrar of Noida while executing sub-leases of plots. This they did by producing patently wrong certifi- cate from RoC, Kanpur on the basis of either false affidavits supressing vital facts filed by their directors or producing old certificate of RoC obtained years ago though the status of the companies had changed in the intervening period. Here are the details. Celerity InfrastructurePvt Ltd Celerity Infrastructure Pvt Ltd poses of this clause, a) a company sha l l be deemed to be a subsid- iary company of the holding company even if the control referred to in sub-clause (i) or sub- clause (ii) is of another subsidiary company of the holding company; b) the composition of a company ' s Board of D i r e c t o r s s h a l l b e deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors; c) the expression ―co- mpany includes any body corporate; d) layer in relation to a holding company means its subsidiary or subsid- iaries; Section 2 (87) of the Companies Act 2013 defines subsidiary company as follows: Sub s i d i a r y c ompany o r subsidiary, in relation to any other company (that is to say the holding company), means a company in which the holding company - (i) controls the composi- tion of the Board of Directors; or (ii) exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies: Provided that such class or classes of holding companies as may be prescribed shall n o t h a v e l a y e r s o f subs idi ar i es beyond such numbers as may be prescribed. Explanation: For the pur-