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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 ..... orporated under the Companies Act, 2013 on 28.05.2015 with the name and style of "eRM Solutions Private Limited' bearing CIN:U74900KA2015PLC080570. On 26.05.2017 the status of the company was changed from private to public. Subsequently the name of the Company was changed to WeP Digital Services Limited with effect from 26.05.2017. The Registered Office of the Applicant Company No. 1 is at 40/1 A, First Floor, Basappa Complex, Lavelle Road, Bangalore-560001. Its Authorised Share Capital is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity shares of Re. 10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs. 7,81,00,000/- divided into 78,10,000 Equity Shares of Re. 10/- each. The main objects of the Applicant Company No. 1 is inter-alia to carry out in India or elsewhere the business comprehensive record management, Physical data management, data protection, information destruction compliance based records management programs, disaster recovery and online backup etc. (2) L.S. Balaji & Co., Chartered Accountant, have issued a Certificate dated 19.01.2021 by certifying that there are 07 (seven) Equity Shareholders in the Applicant Company No. 1 as on 31st December ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00,000/- divided into 4,00,00,000 equity shares of Rs. 10 each and issue, subscribed and paid-up share capital is Rs. 26,31,63,720/- divided 2,63,16,372 equity shares of Rs. 10/- each fully paid up. The main objects of the Applicant Company No. 2 is inter alia to establish and run digital printing, storage and image processing center/development centers/computer centers and to offer consultancy in e-nail, e-commerce and internet and other services and impart training on electronic data processing, computer software and hardware and in enterprise resource planning, e-mail, e-commerce and internet and other services etc. (6) It is stated that there are 4,192 equity shareholders in the Applicant Company No. 2 as on 31st December, 2020. L.S. Balaji & Co., Chartered Accountant, have issued a Certificate dated 27.01.2021 by certifying 101 equity shareholders of the Company in the Transferee Company as on 31.12.2020 viz., RNAWEP Investments Private Limited holding 32,60,403 equity shares, WEP Peripherals Limited holding 40,90,361 equity shares, Ram N. Agarwal holding 19,73,014 equity shares, Wipro Limited holding 18,36,000 equity shares etc. The Applicant Company No. 2 has filed a memo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icant Companies in their respective meetings held on 28th December, 2020 have approved and adopted the Scheme of Amalgamation. (11) N.M. Raiji & Co., Chartered Accountants, the Statutory Auditors of the Applicant Companies, have issued a separate Certificates for both the companies dated 03.02.2021 by inter alia stating that the proposed accounting treatment specified in Part 'D' of the Scheme, is in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and applicable Accounting Standards notified u/s. 133 of the Companies Act, 2013, r/w Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other generally accepted accounting principles. (12) The rationale for the Scheme inter-alia resulting in simplification of group structure by eliminating multiple companies and reduce managerial overlap; greater efficiency in cash management of the Transferee Company, an unfettered access to cash flow generated by the combined business which can be deployed more efficiency to fund organic and inorganic growth opportunities, to maximise shareholder val ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cants so as to grant 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. 6. In the result, C.A.(CAA) No. 13/BB/2021 is disposed of with the following directions: (i) It is hereby dispensed with the convening and holding the meetings of the Equity Shareholders, and Unsecured Creditors of the Applicant Company No. 1. (ii) It is hereby dispensed with the convening and holding the meetings of the Secured Creditors of the Applicant Company No. 2 (iii) The meeting of the Equity Shareholders of the Applicant Company No. 2 be convened and held on 06.05.2021 at 11.00 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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