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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 ..... (CAA) No. 21/230/HDB/2021 - - - Dated:- 8-7-2021 - M. B. Gosavi , Member ( J ) And Veera Brahma Rao Arekapudi , Member ( T ) For the Appearing Parties : V. B. Raju , Advocate ORDER 1. This is a joint Application filed on behalf of Applicant Companies under Section 230-232 of the Companies Act, 2013, by inter-alia seeking for the following reliefs: In case of first Applicant/First Transferor Company to dispense with the meetings of the Equity Shareholders and Secured Creditors and to convene the meeting of Unsecured Creditors. In case of the 2nd Applicant/Demerged/First Transferee/Second Transferor Company to dispense with the meetings of the Equity Shareholders Secured and Unsecured Creditors. In case of the 3rd Applicant/Resulting Company to dispense with the meetings of the Equity Shareholders, Secured and Unsecured Creditors. In case of the 4th Applicant/Second Transferee Company to 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 Limite ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2nd Applicant Company/Demerged Company/Second Transferor Company is incorporated with the objective of engaging in providing contract research development services to global pharmaceutical and biotechnology companies, information technology based and enabled services, including acquiring, incorporating, floating, promoting, constituting or forming and holding controlling and other interest in any company or companies in India or elsewhere in all forms including securities. The Memorandum and Articles of Association of the 2nd Applicant Company annexed to the application as Annexure-3. f. The Authorized, Issued, Subscribed and Paid-up share capital of 2nd Applicant Company/Demerged Company/Second Transferor Company as on 31st March, 2020 is as follows: Subsequent to the above date and till the date of filing of the Application, there is no change in the authorized, issued, subscribed and paid-up capital of 2nd Applicant Company/Demerged Company/Second 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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Identity Number is U74999TG2000PTC035826. The Registered office of 4th Applicant/Second Transferee Company is mentioned in the cause title. k. The 4th Applicant/Second Transferee Company is engaged in the business of providing contract research development services to global pharmaceutical and biotechnology companies. A copy of the Memorandum and Articles of Association of the 4th Applicant/Second Transferee Company is annexed hereto as Annexure 7. 1. The authorized, issued, subscribed and paid-up share capital of the 4th Applicant/Second Transferee Company as on 31st March, 2020 is as under: Subsequent to the above date and till the date of filing the Application, there has been no change in the issued, subscribed and paid up capital of the 4th Applicant/Second Transferee 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 4th Applicant/Second Transferee Company are annexed hereto as Annexure-8. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4. BOARD RESOLUTION It is averred that Board of Directors of the 1st Applicant/First Transferor Company, 2nd Applicant/Demerged/First Transferee/Second Transferor Company, 3rd Applicant/Resulting Company and 4th Applicant/Second Transferee Company vide their respective resolutions dated 20.01.2021 by the First Transferee Company and 27.01.2021 by other Companies approved the Composite Scheme of Arrangement Between M/s. Excelra Knowledge Solutions Private Limited and M/s. GVK Davix Technologies Private Limited and M/s. GVK Davix Research Private Limited and M/s. Aragen Life Sciences Private Limited and their respective shareholders ('Composite Scheme'). Copies of Board Resolutions passed by respective Applicant Companies approving, the Composite Scheme are annexed to the Application as Annexure- 9A to 9D. 5. SHAREHOLDERS OF THE APPLICANT COMPANIES It is averred that there are Four (4) Equity shareholders in the 1st Applicant/First 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e certificate issued by K.S. Rao Co., Chartered Accountant to that effect is annexed hereto as Annexure-16. c. It is averred that as on the 31.01.2021, there are no Secured Creditors and Unsecured Creditors in the 3rd Applicant/Resulting Company. The certificate issued by K.S. Rao Co., Chartered Accountants to that effect is annexed hereto as Annexure-17(Page No. 702-703). d. As on the 31.01.2021, there are Four (4) Secured Creditors in 4th Applicant/Second Transferee Company and all the Secured Creditors have given their no objection to the proposed Composite Scheme by means of consent affidavits/Letters. A copy of the List of Secured Creditors duly certified by BSR Associates LLP, Chartered Accountants is annexed hereto as Annexure-18(Page No. 704-746). As on the 31.01.2021, there are 924 (Nine Hundred and twenty-four) Unsecured Creditors in 4th Applicant/Second Transferee Company and the list of Unsecured Creditors duly certified by BSR Associates LLP, Chartered Accountants is annexed hereto as Annexure-18(Page No. 704-746). 7. COMPLIANCE OF ACCOUNTING STANDARD According to the Certificate given by K.S. Rao Co, Chartered Accountants it is averred that the A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erson or through proxies in any other case. e. 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 meetings directed to be held by VC or OAVM or in any other case, through e-mail/Courier/Ordinary Post. f. That the advertisement be directed to be published once in English Edition of The Business Standard , Hyderabad Edition and once in Telugu Edition of Nava Telangana , Hyderabad Edition. g. As for the time for the Chairman of the meeting to file his/her report to the Hon'ble Tribunal of the result of the meeting, the time be fixed as 10 days from the date of the said meeting. In case of the Second Applicant Company/Transferee Company: h. To dispense with the meetings of the Equity Shareholders Secured and Unsecured Creditors. In case of the 3rd Applicant/Resulting Company i. To dispense with the meetings of the Equity Shareholders, Secured and Unsecured Creditors In case of the 4th Applicant/Second Transferee Company j. To dispense with the meetings of the Equity Shareholders and Secured Cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pense with meetings Applicant Companies. Section 230(9) of Companies Act, 2013 provides that 90% of the Creditors to give consent for dispensing with convening of meeting. Therefore, the request of the 1st Applicant Company and 4th Applicant Company for conveying meeting unsecured creditors is considered. The meetings are to be convened and held in the manner mentioned below. ORDER 12. After hearing the Counsel and after perusing the documents filed, we pass the following order:- (a) Hereby dispense with the meeting of the equity Shareholders, and secured creditors of the Applicant Companies. (b) Hereby ordered convening meetings of unsecured creditors of first Applicant Company and fourth Applicant Company. (c) Appointed Satyasiri Atluri, Advocate, having Mobile Number: 9121008120 as Chairman and Ms. Anantha Lakshmi, advocate, having mobile number: 8008012987 as Scrutinizer for convening the meetings of Unsecured Creditors of the 1st Applicant Company and 4th Applicant Company. Fee fixed for Chairperson is ₹ 2,00,000/- and ₹ 1,50,000/- for scrutinizer for both the above meetings. (d) Meetings of unsecured creditors of the first Applicant Company and f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in 30 days of the date of receipt of the notice, it will be presumed that Registrar of Companies, Hyderabad has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise Arrangements and Amalgamations) Rules, 2016. (k) The Applicant Companies to serve notice upon the Income Tax Authority, within whose jurisdiction that Applicant Companies Assessment are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 if no response is received by the Tribunal from Income Tax Authority within 30 days of the date of receipt of the notice, it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (l) The Applicant Companies to serve notice upon the Official Liquidator pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangements and Amalgamations) Rules, 2016 if no response is received by the Tribunal from Official Liquidator within 30 days of the date of receipt of the notice it will be presumed that Official Liqu ..... 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