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TMI Blog2020 (12) TMI 1238X X X X Extracts X X X X X X X X Extracts X X X X ..... (Compromises, Arrangements and Amalgamations) Rules, 2016, by inter alia seeking to dispense with the meetings of the Equity Shareholders of both the Applicant Companies and Unsecured Creditors& Secured Creditors of the Applicant Company No. 1. 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. I-Nurture Education Solutions Private Limited(hereinafter referred to as 'Applicant Company No. 1/Transferee Company') was incorporated on 25.06.2004 under the Companies Act, 1956 bearing CIN:U09211KA2004PTC034212 and having its registered office situated at No. 11/4, Block-B1, Niton Compound Palace Road, Bangalore - 560052. Its Authorised Share Capital as on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpulsory Convertible Preference Shareholder, 04 (Four) Series B1 Compulsory Convertible Preference shareholders, 04 (Four) Series C Compulsory Convertible Preference Shareholders of the Transferee Company as on 05.09.2020 viz., M/s. Manavi Holdings Private Ltd holding 22,45,237 Equity Shares of Rs. 10/- each, M/s. Bertelsmann Nederland B V holding 8,41,788 Equity Shares of Rs. 10/- each, M/s. UTI Investment Advisory Services Limited holding 35,90,910 Series A Equity Shares of Rs. 10 each, Mr. Ashwin Ajila holding 23,753 Series B1 Compulsory Convertible Preference Shares of Rs. 10 each, M/s. Kimera Limited holding 6,92,905 Series C Compulsory Convertible Preference Shares of Rs. 10/- each, M/s. UTI Investment Advisory Services Limited holdin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng the meeting of the Creditors of the Transferee Company, subject to the approval of this Hon'ble Tribunal. Further, again Mr. Mohinder Pal Bansal the Authorised Representative of NCD- Blacksoil Asset Management Private Limited has filed an affidavit dated 21.11.2020, with due amount of Rs. 4,00,00,000/-, has given consent for the proposed Scheme and dispensation from holding the meeting of the Creditors of the Transferee Company. Similarly, other 01 (One) Secured Creditor also filed his respective affidavits of even dated with similar declaration, for the proposed Scheme and dispensation of their meeting. (4) Further, the said Chartered Accountant has issued another Certificate dated 05.09.2020 by certifying that there is 01 (One) U ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Two) Equity Shareholders of the Transferor Company as on 11.05.2020 viz., Mr. Kiran Gangalavalyapalyam Ranganath holding 1,31,906 Equity Shares of Rs. 10/- each and Mr. Rajshekar Prashanth Babu holding 1,32,025 Equity Shares of Rs. 10/- each. Accordingly, Mr. Kiran Gangalavalyapalyam Ranganath has filed an Affidavit dated 11.05.2020, by inter alia stating that he is holding 1,31,906 Equity Shares of Rs. 10/- each in the Transferor Company and has given consent for the Scheme and dispensation from holding the meeting of the Equity Shareholders of the Transferor Company subject to the approval of this Hon'ble Tribunal. Similarly, Mr. Rajshekar Prashanth Babu has filed an Affidavit dated 11.05.2020, by inter alia stating that he is holdi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Companies through Video Conference. 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. Mr. K. Dushyanth Kumar, learned PCS 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 Companies. The Chartered Accountants of Transferor and Transferee Company, after verifying the records of all the Companies, have duly certified the existing Shareholders and Creditors of both the Companies. Further, all the Shareholders of both the Applicants and Secured Creditors & Unsecured Creditors of the Applicant Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Applicant can be permitted to file necessary second stage Petition seeking to sanction the Scheme, subject to fulfillment of all statutory conditions, after notice to respective Statutory Authorities. 6. In the result, C.A. (CAA) No. 43/BB/2020 is disposed of with the following directions: (i) It is hereby dispensed with convening and holding of the meetings of the Equity Shareholders of the Applicant Companies; (ii) It is hereby dispensed with convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company No. 1; (iii) Any party, aggrieved by this Order, is entitled to file miscellaneous application, in the instant Company Application, by seeking appropriate direction(s). (iv) The Company i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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