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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 ..... of holding of meetings of equity shareholders, Secured and Unsecured Financial Creditors of the Transferor Company 1 and Transferor Company 3, and to dispense with meeting of the equity shareholders and secured creditors of Transferor Company. 2 and to hold the meeting of the unsecured 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 25 th 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e capital of the Transferor Company 2. TRANSFEREE COMPANY g. Tanla Corporation Private Limited, ( Transferee Company or Third Applicant Company ) was originally incorporated as on 16 November 1998 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Calcutta, in the State of West Bengal under the name and style of Smartnet Communication Systems Private Limited later shifted the registered office to Hyderabad, in the State of Telangana vide order of regional director dated 25/07/2006 and changed its name to Muftithumb Corporation Private Limited on 13 Day of April 2013 and subsequently changed the name to 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferor Company 2 with the Transferee Company shall benefit the Transferor Company 1, Transferor Company 2 and Transferee Company in the following manner: a. The amalgamation will enable pooling of resources of the companies involved in amalgamation to their common advantage, resulting in more productive utilization of the said resources and achieving economies of scale resulting into cost and operational efficiencies, which would be beneficial for all the stakeholders. b. The amalgamation would bring synergies in procurement, technology, administration and marketing Operations. c. The amalgamation would help to achieve consolidation, greater integration and flexibility which will maximize overall shareholder value and improve competitive position of the Transferee Company. d. The amalgamation would help combining the administrative and marketing functions of the entities involved and consequently result into more efficient functioning of the Transferee Company in a cost-effective manner. e. The amalgamation is expected to increase the financial strength thereby enabling further growth and development of the Transferee Company. f. The amalgamation would res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the list of creditors of the Transferor Company 1 as on 30% August 2019, indicating their names and amounts owed to them is hereto annexed and marked as ANNEXURE -K. Ninety percent of value in each category of Secured Creditors and Unsecured Trade Creditor of the Transferor Company 1 have given their individual Consent Affidavits, approving/ giving noobjection to the proposed Scheme, Affidavits are annexed and marked as ANNEXURE -L. b. It is averred that Transferor Company 2/second Transferor Company has No Secured Creditors as on 30 August 2019. There are 37 of Unsecured Trade Creditors at an outstanding value of INR 23,85,98,846/- (Indian Rupees Twenty Three Crores Eighty Five Lakhs Ninety Eight Thousand Eight Hundred Forty Six Only) as on 30 August 2019. Consent Affidavit has been obtained from Tanla Solutions Limited, which is one of the Trade Creditor to which Approximately 66.04% of the total aggregate amount i.e ₹ 15,75,62,256/-. In view of not having consent of 3/4 of the creditors of the Transferor Company 2 to the proposed scheme, Meetings should be convened. A certificate from Statutory Auditor of the Transferor Company 2 certifying the list of creditors of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme does not exceed prescribed financial thresholds and that the Transferor Company 1 and Transferor Company 2 are wholly owned subsidiary and step down subsidiary respectively of the Transferee Company and therefore belongs to same Group and the proposed Scheme will not result into dominant position of the Transferee Company. Further based on nature of business carried on by the Applicant Companies, no other approval / consent from industry specific regulator or authorities are applicable 11. In the light of above facts, the Applicant Companies prays for the following reliefs: In case of the First Applicant Company/ Transferor Company 1: (i) To dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the First Applicant Company/ Transferor Company 1. In case of the Second Applicant Company/ Transferor Company 2: (i) To dispense with the meetings of the Equity Shareholders and secured Creditors of the Second Applicant Company/ Transferor Company 2. (ii) To convene the meeting of the Unsecured Trade creditors of the Second Applicant Company at the registered office of the Company or any other place as may be directed, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after perusing the documents filed, We pass the following order:- (a) Hereby dispense with the meetings of the Equity Shareholders, Secured Creditors and unsecured financial creditors of First Applicant/ Transferor Company 1 and here by dispense with the meeting of Equity Shareholders, Secured Creditors and unsecured financial creditors of the third applicant/transferee company. Here by dispense with the meeting of the equity shareholders and Secured creditors of the second Applciant Company. (b) Hereby order to convene meetings of Unsecured Trade Creditors of 2nd Applicant Company/ Transferor Company 2. (c) Appointed Shri. Krishna C.V. Grandhi , Counsel, # Plot No.82, Road No.5, Prashasan Nagar, Jubilee Hills, Hyderabad, Telangana-500 096, India (Mob. 8978573939) as Chairman and Ms.Krithika Sharma, PCS, H. No: 2nd Floor, Amudalya Bhavan, Boggulkunta, Abids-500 001, Telangana (mob- 8179405974 ) as Scrutinizer for convening the meetings of unsecured trade creditors. Fee fixed for Chairperson is and ₹ 70,OOO/- for scrutinizer for the above meetings. (d) Meeting of unsecured trade creditors will be held on 1st day of February , 2020 at 11.00 AM on Saturday at registe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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) Rule ..... X X X X Extracts X X X X X X X X Extracts X X X X
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