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TMI Blog2021 (8) TMI 9X X X X Extracts X X X X X X X X Extracts X X X X ..... dispense with the meetings of the Equity Shareholders and Secured Creditors and to convene the meeting of Unsecured Creditors. 2. The averments made in the application are briefly described as under: a. M/s. Excelra Knowledge Solutions Private Limited/First Transferor Company was originally incorporated as a private limited company under the Companies Act, 1956 in the then State of Andhra Pradesh on 4th March 2014 under the name and style of 'GVK Informatics Private Limited'. Subsequently, on 18th December 2015, the name of the Company was changed to 'Excelra Knowledge Solutions Private Limited' and its Corporate Identity number is U72200TG2014PTC093303. The Registered Office of the 1st Applicant Company is mentioned in the cause title. b. It is averred that 1st Applicant Company is primarily engaged in the business of information technology based and enables services such as advanced data science and tech enabled - data, analytics and technology services, including but not limited to data creation, Ingestion, integration, transformation, consolidation, curation, compilation, collection, extraction, cleanup, processing, analyzing, publishing, scientific product ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company. A copy of the audited Balance Sheet as at 31st March, 2020 and Unaudited Statement of Accounts as on 31st December, 2020 of the 2nd Applicant Company/Demerged Company/Second Transferor Company are annexed to the Application as Annexure-4. g. GVK Davix Research Private Limited (hereinafter referred to as 3rd Applicant/Resulting Company) was originally incorporated as a private limited company under the Companies Act, 1956 in the then State of Andhra Pradesh on 24th February 2006 under the name and style of 'GVK Davix Research Services Private Limited'. Subsequently, on 4th December 2007, the Company had changed its name to 'GVK Davix Research Private Limited' and its Corporate Identity Number is U72100TG2006PTC049287. The Registered Office of 3rd Applicant/Resulting Company is mentioned in the cause title. h. The 3rd Applicant/Resulting Company is engaged in the business information technology based and enabled services such as advanced data science and tech enabled - data, analytics and technology services, including but not limited to data creation, Ingestion, integration, transformation, consolidation, curation, compilation, collection, ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. Rationale and purpose of the Composite scheme of Arrangement a. Excelra Knowledge Solutions Private Limited and GVK Davix Research Private Limited are subsidiaries of GVK Davix Technologies Private Limited which are engaged in providing information technology based and enabled services. Aragen Life Sciences Private Limited, which is also a subsidiary of GVK Davix Technologies Private Limited, is primarily engaged in providing contract research and development services. b. Each of the varied businesses carried on by GVK Davix Technologies Private Limited through its subsidiaries i.e. information technology and contract research and development services business have significant potential for growth and profitability. The nature of risk, competition, challenges, opportunities and business methods for such businesses are distinct and are required to be handled and managed differently. The proposed restructuring will lead to greater/enhanced focus to the operation of each of the said businesses. It will also result in inter-alia the following benefits: * Consolidation of information technology business of the group under one entity will lead to a more concentrated approach for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osite Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by ABR & Associates, Company Secretaries along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-11 (pg no. 649-658). It is averred that there are Three (3) Equity shareholders in the 2nd Applicant/Demerged/First Transferee/Second Transferor Company and all the shareholders have given their no objection to the proposed Composite Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by ABR & Associates, Company Secretaries along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-12 (pg no. 659-668). It is averred that there are Two (2) Equity shareholders in the 3rd Applicant/Resulting Company and all the shareholders have given their no objection to the proposed Composite Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by ABR & Associates, Company Secretaries along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-13(pg no. 669-674). It is averred that there are Five (5) Equity shareholders in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IANCE OF ACCOUNTING STANDARD According to the Certificate given by K.S. Rao & Co, Chartered Accountants it is averred that the Accounting Treatment specified under Clause 14 of the proposed Scheme is in compliance with the applicable Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and other generally accepted accounting principles. According to the independent Auditor's Certificate issued by BSR& Associates LLP, Chartered Accountants, the accounting treatment of the second transferee company as specified in Clause 38 of the Draft Scheme, is in compliance with applicable accounting standards (particularly Indian Accounting Standard (Ind AS-103)-"Business Combinations") notified by the central government of India under Section 133 of the Act, read with the relevant rules made there under, and other generally accepted accounting principles. 8. VALUATION REPORT Mr. V. Gangadhara Rao. N, registered valuer has been appointed for carrying out the valuation in relation to the proposed composite Scheme of Arrangement. Valuation Report is annexed to the Application at Annexure-20 (Page ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt/Second Transferee Company j. To dispense with the meetings of the Equity Shareholders and Secured Creditors. k. To convene the meeting of Unsecured Creditors of the 4th Applicant/Second Transferee Company through video conferencing (VC) or other audio visual means (OAVM) as per applicable law or a physical meeting as the case may be, shall be held at the registered office of the Company or any other place as may be directed, for consideration of the proposed Scheme consequently. l. To appoint a Chairman for convening and conducting the meeting of Unsecured Creditors. m. That the quorum be fixed as 25 (Twenty Five) Unsecured Creditors present in the Unsecured Creditors meeting either in person or by proxy. n. The Unsecured Creditors be permitted to exercise their votes at the said meeting either through e-voting as per applicable law in case of meeting directed to be held by VC or OAVM; or in person or through proxies in any other case. o. As to the manner of giving the notices of the said meeting, it is sufficient to serve the notices on the Unsecured Creditors of the 1st Applicant/First Transferor Company by e-mail as per applicable law in case of meeting directed t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s. (d) Meetings of unsecured creditors of the first Applicant Company and fourth Applicant Company will be held on 21st day of August, 2021 at 10.00 AM & 11.00 AM respectively through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) for the purpose of considering the Scheme (e) The Quorum fixed for the meetings of First Applicant Company are as under:- For unsecured creditors meeting: 3(person or by proxy). (f) The Quorum fixed for the meetings of Fourth Applicant Company are as under:- For unsecured creditors meeting: 25(person or by proxy). (g) The notice of the Meetings of unsecured creditors of First Applicant Company and Fourth Applicant Company shall be published in "Business Standard", English Daily, Hyderabad Edition and one in Telugu Edition of "Nava Telangana", Hyderabad Edition. (h) The Applicant Companies or their respective authorized Signatory are directed to issue notices (s) to the unsecured creditors of the first applicant Company and fourth applicant Company by Registered Post/Courier/Ordinary Post/Registered email to their last known address 30 days before the said meetings as per Form No. CAA2 (Rule 6) of the Companies (Compromises, Arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate of receipt of the notice it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (m) The Chairmen shall have all powers under the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 in relation to the conduct of the meetings (s) including for deciding procedural questions that may arise before or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person (s). (n) The voting shall be in person or by proxy or authorized representative in case be permitted, provided that the proxy in the Form No. MGT-11 authorization duly signed by the person entitled to attend and vote at the meeting, is to be filed with the Applicant Company at its Registered office, not later than, forty eight hours before the aforesaid meeting in accordance with Rule 10 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (o) The Chairmen to file affidavit within 7 days before the date of the said meetings to this Tribunal that the direction regarding convening and issuanc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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