9911796707
TMI Blog2021 (1) TMI 938X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Companies Act, 2013, R/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 by inter-alia seeking to dispense with convening a meeting of the Equity Shareholders of the Transferor Company for the purpose of considering the proposed Scheme etc. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. Orion Property Management Services Ltd. (hereinafter referred to as 'Applicant Company No.1/Transferor Company') was incorporated on 07th September, 2011 under the provisions of the Companies Act, 1956 bearing CIN: U70109KA2011PLC060288 under the name and style of Orion Mall Management Company Limited . Thereafter, the name of the Company was changed from Orion Mall Management Company Limited to M/s. Orion Property Management Services Ltd. vide Certificate of Incorporation dated 24.12.2018 issued by the ROC, Karnataka. Its Authorised Share Capital is 1,00,00,000/- divided into 10,00,000 Equity Shares of ₹ 10/- each and the Issued, Subscribed and Paid-up Share Capital is ₹ 1,00,00,000/- divided into 10,00,000 Equity Shares of ₹ 10/- each. The ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 010 under the provisions of the Companies Act, 1956, vide CIN: U74900KA2010PTC025625. Its Authorised Share Capital is ₹ 5,00,00,000/- divided into 50,00,000 Equity shares of ₹ 10/- each and the Issued, Subscribed and Paid-up Capital is ₹ 2,87,50,000/divided into 28, 75,000 Equity Shares of ₹ 10/- each. The main objects of the Company inter-alia are to establish world trade centres in India and abroad individually or in association with individuals, associations of persons, societies, organisations engaged in development of trade commerce and Government and quasi Government organization by constructing, purchasing leasing or hire purchasing etc. (5) B. K. Ramadhyani Co. LLP Chartered Accountants, have issued a Certificate dated 16.10.2020 by certifying that there are 07 (Seven) Shareholders of the Transferee Company as on 30.09.2020, namely, Brigade Enterprises Limited holding 28, 74,400 Shares constituting 99.98%, M.R. Jaishankar holding 100 Shares constituting 0.004% and five others. Accordingly, Mr. P. 0m Prakash, the Authorized Signatory of Brigade Enterprises Limited has filed an Affidavit dated 19.10.2020, by inter-alia stating that the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the aforesaid proposed Scheme are in compliance with Indian Accounting Standards ('Ind As') - 103 - Business Combinations as prescribed under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), and other Generally Accepted Accounting Principles in India. (9) The Key Rationale of the Scheme are as under: Reduction in number of audits and return filings from a regulatory standpoint. It becomes onerous whenever there are changes in laws/rules which require changes for both entities to be replicated. The Group's vendor contracts cover all legal entities but, by virtue of these being separate entities, paper contracts end up being different thereby resulting in administrative inefficiencies. Inter-company transactions would also reduce considerably. (10) It is further stated that, no investigation proceedings are pending under Section 210 to 215 of the Companies Act, 2013 or otherwise against the Transferee Company and the Transferor Company. 3. Heard Mr. A. Murali, learned Counsel for the Applicant Companies, through Video Conference. We have carefully perused the pleadings of the party and extant provisions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Applicant Companies by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum, etc. 7. In the instant case, as detailed supra, all the Companies involved in the case, have filed necessary Certificates given by the Chartered Accountants duly certifying the number of Shareholders, constituting 100% of Equity Shareholding of the Applicant Companies, and they have also furnished their consent affidavits. There would not serve any purpose to direct to convene and hold the meetings of Equity Shareholders of Applicants. As seen from the Chartered Accountants' Certificates issued by M/s. B.K. Ramadhyani Co. LLP dated 30.10.2020 there are no Secured Creditors in both the Applicant Companies. Hence, the requirement of convening and holding the meeting of the Secured Creditors of Applicant Companies does not arise. Therefore, it would be just and appropriate to dispense with the meetings of Equity Shareholders as sought for and convene the meetings of Unsecured Creditors and Unsecured Trade Creditors of Applicants, as they have not filed Affidavits for dispensation of their meetings. 8. In the result, C.A. (CAA) No.01/BB/2021 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Thousand only) and for Scrutiniser shall be ₹ 30,000/- (Rupees Thirty Thousand only). The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative as prescribed in the Act and three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. (4) The meeting of the Unsecured Creditors of the Transferee Company be convened and held on 24.02.2021 at 12:00 Noon ., at 04th Floor, World Trade Centre, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleshwaram-Rajajinagar, Bangalore- 560 055 or through Video Conference for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Mr. Rammurthy Karingula , Advocate, having address at Flat No.404, Harihana Enclave 15th Cross, 1st Main, HR Layout, Sector 6, Bengaluru, Contact No.9440412810 / 9030412810, Email ID: [email protected] is hereby appointed as Chairperson and Mr. Pramod S. PCS, having address at 242, Pragathi Arcade, 1st Floor, 3rd Main Road, Chamrajpet, Bengaluru- 560 018, Contact No.996437077 Email ID: [email protected] appointed as Scrutinizer for the said ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
