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TMI Blog2019 (12) TMI 1527X X X X Extracts X X X X X X X X Extracts X X X X ..... Trade creditors of the Second Applicant Company in terms of Scheme of Amalgamation annexed here with as AnnexureH which is shown at pg:247-279 to this Application. 2. The averments made in the application are briefly described here under: Transferor Company 1: a. Karix Mobile Private Limited, ("First Applicant Company" or "Transferor Company 1") was originally incorporated on 08.08.2000 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Chennai, in the State of Tamil Nadu under the name and style of AIRZWEB INDIA PRIVATE LIMITED" and changed its name ""mGage India Private Limited" on 25th march 2014 and subsequently changed the name to "Karix Mobile Private Limited" on 31th day of January 2018 and shifted the registered office to Hyderabad, in the State of Telangana vide order of regional director 25/06/2019. b. The Transferor Company 1 is engaged in the business of providing Software as a service (SaaS) based mobile messaging services for enterprises, aggregators and governmental authorities. copies of Memorandum and Articles of Association are hereto annexed and marked as ANNEXURE - A to the Application. C. d. e. Hs The authoriz ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "Tanla Corporation Private Limited" on 19" day of July 2015. h. The Transferee Company is engaged in the business of providing SaaS-based consumer communication services, such as text messages, voice messages etc., for enterprises, aggregators and governmental entities. The copy of Memorandum and Articles of Association are hereto annexed and marked as ANNEXURE - E to the application. i. The authorized, subscribed and paid-up share capital of the Transferee Company as on 31 March 2019 was as under: Particulars Amount (INR) Authorised Share Capital: 22,50,000 equity shares of INR 10 each 2,25,00,000 Issued, Subscribed and Paid-up Share Capital: 13,28,647 equity shares of INR 10 each 1,32,86,470 Subsequent to 31 March 2019, as on the date of filing of this application, there change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company and revised capital is as under: Particulars Amount (INR) Authorised Share Capital: 80,00,000 equity shares of INR 10 each 8,00,00,000 Issued, Subscribed and Paid-up Share Capital: 68,06,450 equity shares of INR 10 each 6,80,64,500 3. The Board of Directors of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amalgamation is expected to increase the financial strength thereby enabling further growth' and development of the Transferee Company. f. The amalgamation would result into simplification of the holding structure of different entities of Tanla Group. g. The amalgamation would bring greater management focus and would help in achieving uniform corporate policies and faster / effective decision making and its implementation. h. Cost reduction as a result of focused operational efforts, elimination of duplication of administrative expenses, optimum utilization of available resources and integrating management focus which will make the internal control systems more efficient and effective; i. Business synergies in the operations of the Transferee and the Transferor Companies will provide operational flexibility resulting into higher profitability and a stronger and wider capital and financial base for future growth/ expansion of the Transferee Company j. The amalgamation would help avoiding duplication of regulatory and procedural compliances and consequently result into saving of time, resources and cost involved in such compliances. k. The amalgamation shall be bene ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed scheme, Meetings should be convened. A certificate from Statutory Auditor of the Transferor Company 2 certifying the list of creditors of the Transferor Company 2 as on 30 August 2019, indicating their names, addresses and amounts owed to them is hereto annexed and marked as ANNEXURE -M. c. It is averred that Transferee Company has no secured creditor as on 30% August, 2019. Transferee company has one Unsecured Trade Creditors at an outstanding value of INR 6,41,66,214/- (Indian Rupees Six Crores Forty One Lakhs Sixty Six Thousand Two Hundred and Fourteen Only) as on 30% August 2019. A certificate from Statutory Auditor of the Transferee Company certifying the list of creditors of the Transferee Company as on 30 August 2019, indicating their names, addresses and amounts owed to them is hereto annexed and marked as ANNEXURE -O. Unsecured Creditor of the Transferee Company have given his individual Consent Affidavits, giving no-objection to the proposed Scheme, which is hereto annexed and marked as ANNEXURE --P, 7. It is stated that there are no proceeding/investigation pending against the Applicant Companies under Sections 210 - 217, 219, 220, 223, 224, 225, 226 & 227 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Trade creditors of the Second Applicant Company at the registered office of the Company or any other place as may be directed, for consideration of the proposed Scheme. (iii) To appoint a Chairperson for convening and conducting the meeting of the unsecured trade creditors. (iv) Quorum may be fixed for the meeting of the unsecured Trade creditor of second applicant company. (v) The unsecured trade creditors be permitted to exercise their vote at the meeting either in person or proxy by way of polling paper/ballot paper. (vi)AS to the manner of giving the notices of the said meeting, it is sufficient to serve the notices on the unsecured trade creditors of the second Applicant Company by Ordinary Post / Courier / E-mail. (vii) 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. (viii) As for the time for the Chairperson of the meeting to file their 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. (ix)And, pass such other order or orders as this Hon'ble Bench m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of unsecured trade creditors will be held on 1st day of February , 2020 at 11.00 AM on Saturday at registered office of the company. (e) The Quorum fixed for the meetings are as under:- Transferor Company 2: For Unsecured trade creditors meeting: 5 (personally present). (f) The unsecured trade creditors be permitted to exercise their vote at the meeting either in person or through proxies. (g) The notice of the Meetings of Unsecured trade creditors of second transferor Company shall be published in "The Business Standard", Hyderabad Edition and one in Telugu Edition of "Nava Telangana", Hyderabad Edition. (h) Second Transferor Company or its authorized Signatory are directed to issue notices (s) to the unsecured trade creditors of the Second Transferor 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, Arrangements and Amalgamations) Rules, 2016 ensuring convening the said meeting of the Second Transferor Company. Further directed to intimate day, date and time, a copy of Explanatory Statement, pursuant to be sent under Section 230 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... men 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-II 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 issuance of notice (s) to all the necessary parties have been duly complied with in conformity with the relevant provisions of the Companies Act, 2013 R/w Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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