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TMI Blog2018 (9) TMI 2042X X X X Extracts X X X X X X X X Extracts X X X X ..... vely if the Applicant Companies' prayer for dispensation of the said meeting is rejected, direct that the meeting be held on such date and time as may be deemed fit, and if thought fit, approving, with or without modifications, the Scheme, and that a Chairman be appointed for the meeting and necessary directions be given with regard to issue of notice, convening, holding and conducting of the meeting and pass orders dispensing with publication of notice of meeting in the newspapers. The Scheme Of Arrangement is shown as Annexure-N (at Page 277 of the Petition). B. The averments made in the Company Application are briefly described hereunder:- 1. The Applicant Companies seek an order to dispense with convening of meeting of Equity Shareholders and Unsecured/Trade Creditors of the Applicant Companies, or alternatively if the Applicant Companies' prayer for dispensation Of the said meeting is rejected, direct that the meeting be held on such date and time as may be deemed fit, and if thought fit, approving, with or without modifications, the Scheme, and that a Chairman be appointed for the meeting and necessary directions be given with regard to issue of notice, convenin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ral management in relation to all respect thereof. ii) To carry on the business of research and development, designing, manufacturing and trading in all types of computer software and hardware in all areas including Management Information Systems, Database Services, Data warehousing, Industrial application, Office Systems, Automation systems, artificial intelligence, cybernetics, simulations, Desktop Publishing Communications, including telecommunications and Satellite communications, CAD/CAM, Animations, Operating Systems, Utilities and all other developments in the field of Computers and Information Technology. iii) To render consultancy services and services in the field of software development turnkey projects and solutions, Software export: information and data processing, computer systems, communications, Operations Research and technical services including commercial exploitations, export, import and to act as distributors, dealers, authorised representatives, installers and commissioning agents of the same. To depute personnel to design and develop solutions software in India and abroad and to establish Technology Parks and offices in India abroad and to broadly under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 30th June, 2018 of the Transferor Company No. 1, shown as Annexure-P3 (at Page 334 of the Petition). 9. It is further stated that the Chartered Accountant after verification of the books of accounts, other records and documents of the Transferor Company No.l has certified that there is one Unsecured Creditors of the Transferor Company No. 1 as on 30th June, 2018 of the Transferor Company No. 1, shown as Annexure-P4 (at Page 335 of the Petition). 10. We have seen the consent affidavits filed by two (2) Equity Shareholders of Transferor Company No.l i.e., (i)M/s GMR Infratech Private Limited, represented by its authorised signatory and Director, Mr. P. V. Subbarao, holding 58,00,398 equity shares of ₹ 10/- each, and (ii)Mr. Ravi Majeti holding one equity share of ₹ 10/- , shown as Annexure-Pl (at Page 325 of the Petition). 11. We have seen the consent affidavit filed by the sole Unsecured Creditor of Transferor Company No. I i.e., M/S Corporate Infrastructure Services Private Limited represented by authorised signatory and Director, Mr. Chakka Srinivas, with an outstanding amount ₹ 29,30,438/- as on 30th June 2018, shown as Annexure-P5 (at Page 336 of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 018 of the Transferor Company No.2 is shown as Annexure-F (at Page 157 of the Petition). 16. It is further stated that, the Board of Directors of the Transferor Company No.2 at their meeting held on 30th June, 2018 for approval of Scheme of Amalgamation and Arrangement under Section 230 to 232 of the Companies Act, 2013 have approved and adopted a Scheme pf Amalgamation by virtue of which the Transferor Company No.2 along with Transferor Company NO.I and 3 is proposed to be amalgamated into the Transferee Company. Copy of the Board Resolution of Transferor Company No.2 dated 30th June, 2018 approving and adopting the Scheme of Arrangement are shown as Annexure-M2 (at Page 265 of the Petition). 17. It is further stated that the Chartered Accountant after verification of the books Of accounts, other records and documents of the Transferor Company No.2 has certified that there are two Equity Shareholders as on June, 2018 of the Transferor Company No.2 shown as Annexure-Q (at Page 341 of the Petition). 18. It is further stated that the Chartered 'Accountant after verification of the books of accounts, other records and documents of the Transferor Company No.2 has certified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany No.3 is shown as Annexure-G (at Page 163 of the Petition). 24. The latest authorised share capital of the Transferor Company No.3 is Rs. divided into 10,000 Equity Shares of ₹ 10/- each. The issued, subscribed and paid-up capital of the Transferor Company No.3 is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each. The Audited balance sheet as on 31 st March, 2018 of the Transferor Company No.3 is shown as Annexure-H (at Page 190 of the Petition). The latest unaudited balance sheet as on 30th June, 2018 of the Transferor Company No.3 is shown as Annexure-I (at Page 207 of the Petition). 25. It is further stated that, the Board of Directors of the Transferor Company No.3 have approved and adopted a Scheme of Amalgamation at their meeting held on 30th June, 2018 by virtue of which the Transferor Company No.3 along with Transferor Company No. I and 2 is proposed to be amalgamated into is proposed to be amalgamated into the Transferee Company. Copy of the Board Resolution of Transferor Company No.3 dated June, 2018 approving and adopting the Scheme of Arrangement are shown as Annexure-M3 (at Page 269 of the Petition). 26. It is further stated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... trical works, tunnels, canals, wharves, ports, pipes, docks, water-works, drainage works, light houses, power houses, arid floor and to do all kinds of excavating, dredging and digging work; to make all kinds of iron, wood, glass, machinery, and earth construction, to design, decorate, plan, model and to supply all kinds of manpower (including technical, nontechnical senior and junior managerial personnel), materials and construction equipment for construction of all types infrastructure projects/works, to act as valuers, appraisers, referees and assessors to investigate into the conditions of buildings and other structures of all kinds and to supply efficient and honest Arbitrators amongst its personnel and to carry on the business of contractors and/or agents, anywhere in the world. b) To promote, plan, design, construct, alter, repair, set up, commission, operate, market, provide all types of consultancy services, for managing and maintaining airport infrastructure subject to the guidelines prescribed by the regulating authorities in India and abroad and any other law along with all modern facilities for domestic and international flights by Indian and foreign airports and fa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany has certified that there are no Secured Creditor in the Transferee Company as on 30th June, 2018, shown at Annexure-S4 (at Page 379 of the Petition). 39. It is further stated that there are two Unsecured Creditors in the Transferee Company as on 30 th June, 2018 as certified by the Chartered Accountant shown as Annexure-SS (at Page 380 of the Petition). 40. We have seen the consent affidavits filed by two (2) Equity Shareholders of Transferee Company i.e., (i)M/s GMR Enterprises Private Limited, represented by its authorised signatory and Chief Financial Officer, Mr. Sreemannarayana, holding 67,81,460 equity shares of ₹ 10/- each, and (ii)Mr. M. V. Srinivas holding ten equity shares of ₹ 10/- each. 41. We have also seen the consent affidavit filed by Preference Shareholder of Transferee Company i.e., M/S GMR Enterprises Private Limited, represented by its authorised signatory and Chief Financial Officer, Mr. Sreemannarayana, holding preference shares of ₹ 10/- each. 42. The consent affidavits of all the shareholders of the Company are at Annexure- S1 (at Page 366 of the Petition). 43. We have seen the consent affidavits filed by two (2) Unsecu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company is seeking an order to dispense with convening of meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company on the ground that, there are two Equity shareholders and one Preference Shareholder, no Secured Creditors and two Unsecured Creditors in Transferee Company and that all the Shareholders and Unsecured Creditors of Transferee Company have given their consent by way of affidavits for the proposed scheme of arrangement. G. We have heard the Counsel appearing for the Applicant Companies. After hearing the counsel and after perusing the documents filed, the Application is allowed and we pass the following order: (1) Holding of the meeting of the Equity Shareholders of Applicant Company No. I/ Transferee Company is dispensed with. (2) Holding of the meeting of the Preference Shareholders of Applicant Company No. 1/ Transferee Company is dispensed with. (3) Holding of the meeting of the Equity Shareholders of Applicant Company No.2/ Transferor Company No. I is dispensed with. (4) Holding of the meeting of the Equity Shareholders of Applicant Company No.3/ Transferor Company No.2 is dispensed with. (5) Hol ..... X X X X Extracts X X X X X X X X Extracts X X X X
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