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TMI Blog2021 (4) TMI 49X X X X Extracts X X X X X X X X Extracts X X X X ..... nt relief as sought for, by dispensing with the meeting of the Equity Shareholders, Unsecured Creditors of the Applicant Company No. 1 and Secured Creditors of the Applicant company No. 2 and convene the meeting of the Equity Shareholders and Unsecured Creditors of the Applicant Company No. 2/Transferee Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. is convincing. Various directions regarding holding and convening of various meetings issued - various directions regarding issuance of various notices issued - application alllowed. - C. A. (CAA) No. 13/BB/2021 - - - Dated:- 23-3-2021 - Rajeswara Rao Vittanala , Member ( J ) And Ashutosh Chandra , Member ( T ) For the Appellant : Saji P. John ORDER Per Rajeswara Rao Vittanala , Member ( J ) 1. C.A.(CAA) No. 13/BB/2021 is filed by WEP Digital Services Limited another (hereinafter referred to as 'Applicant Companies') under Sections 230 232 of the Companies Act, 2013, by inter alia seeking to dispense with the convening and holding of the meeting of Equity Shareholders of the Applicant Companies and Secured Creditors of the Applicant No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 31st December 2020. (4) L.S. Balaji Co., Chartered Accountants, have issued a Certificate dated 11.02.2021 by certifying that there are 18 (Eighteen) Unsecured Creditors in the Transferor Company as on 31.12.2020 viz., BSNL, Bengaluru Telecom District due amounting to ₹ 3,614/-, DeUS Tech Services due amounting to ₹ 3,59,832/-, Exalca Technologies Private Limited due amounting to ₹ 4,42,000/- etc. Accordingly, Mr. Paresh Vinod Sangal, on behalf of DeUS Tech Services has filed an Affidavit dated 29.01.2021 by inter alia stating that the Company is an Unsecured Creditor of the applicant Company No. 1 to due amounting to ₹ 3,59,832/- and also declares no objection for the proposed scheme of Amalgamation of Applicant Company No. 1. Similarly, other 10 Unsecured Creditors, except 7, have also filed their consent letter stating that they have no objection for the aforesaid scheme. (5) WeP Solutions Limited (hereinafter referred to as Applicant Company No. 2/Transferee Company') was incorporated on 01.03.1995 with Registrar of Companies, NCT of Delhi Haryana with the name Datanet Corporation Limited . The Registered Office of the company was sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esolution to the total shares of the company were 70.69%. U/s. 233(1)(b) the scheme shall be approved by the Shareholders holding atleast 90% of the total number of the shares. As the criteria u/s. 233(1)(b) has not been met, the application has been rejected by the Regional Director. (8) L.S. Balaji Co., Chartered Accountants, have issued a Certificate dated 25.01.2021 by certifying that there are 2 (two) Secured Creditors in the Applicant Company No. 2 as on 31st December 2020 viz., M/s. Axis Bank Ltd. due amounting to ₹ 6,48,27,290/-, Union Bank of India due amounting to ₹ 93,93,817/- etc. Accordingly, Mr. Manjunath G.S. authorized signatory of Axis Bank Limited has filed an Affidavit dated 19.02.2021 by inter alia stating that they are Secured Creditor of the Applicant Company No. 2 and given consent for the aforesaid Scheme and for dispensing with meeting of the Secured Creditors. Similarly, another Secured Creditor has also filed their consent affidavit stating that they have no objection for the aforesaid scheme. (9) L.S. Balaji Co., Chartered Accountants, have issued a Certificate dated 25.01.2021 by certifying that there are 375 (Three Hundred and Sev ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lled without any further act, instrument or deed. Further, stated that the beneficial interest declaration as required u/s. 89 of the Companies Act, 2013 has been made and Form MGT-6 has been filed with ROC. 3. Heard Shri Saji P. John, learned Counsel for the Applicant Companies. We have carefully perused the pleadings of the party and extant provisions of the Companies Act, 2013 and the Rules made thereunder and the Law on the issue. 4. Shri Saji P. John, learned Counsel for the Applicant Companies, while pointing out various averments made in the Company Application, has further submitted that the Scheme in question is made in the best interests of the Applicant Companies, and their respective Shareholders. He has pointed out that the Chartered Accountants, after verifying the records of the Companies, have duly certified the existing Shareholders and Unsecured Creditors of the Applicant Companies and Secured Creditors of the Applicant No. 2. 5. As stated supra, the Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/Chartered Acco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Company No. 2 be convened and held on 06.05.2021 at 10.00 a.m. at 40/1-A, Basappa Complex, Lavelle Road, Bengaluru - 560 001, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Mr. K.S. Vadivelu, Advocate having address No. 37, 1st Floor, 11th Cross, 20th Main, BTM 1st Stage, Bengaluru, Contact No. 9448355070 is appointed as Chairperson and Mr. Sriram Parthasarathy, having address No. 12/49, Ground Floor, Udani Layout, Cambridge Road, 4th Cross, Halasuru, Bengaluru - 560 008, Contact No. 9940336666 is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be ₹ 75,000/- and for Scrutiniser shall be ₹ 40,000/-. The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. The Notice of the meeting of the Unsecured Creditors of the Applicant Company No. 2 shall be published in English Daily The Hindu and in Kannada Daily Udayavani . (v) The Applicant Companies and the Chairpe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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