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TMI Blog2021 (1) TMI 1146X X X X Extracts X X X X X X X X Extracts X X X X ..... 21 - - - Dated:- 28-1-2021 - Shri Rajes Wara Rao Vittanala And Shri Ashutosh Chandra, JJ. For the Applicant Companies : Shri Dheeraj Nair a/w Shri Prashanth V.G ORDER Rajeswara Rao Vittanala, J. 1. C.A. (CAA) No.05/BB/2021 is filed by M/s IBM India Private Limited and M/s Grand Ocean Managed Infrastructure Services Private Limited under Sections 230 to 232 of the Companies Act, 2013, R/w Companies (Compromises, Arrangements and Arrangements) Rules, 2016, by inter alia seeking to convene the meeting the of Equity Shareholders of the Demerged and Resulting Companies and to convene the meeting of the Unsecured Creditors of the Demerged Company etc. 2. Brief facts of the case, as mentioned in the Application, which are r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangement. (3) M/s. R.G.N Price Co., Chartered Accountants, have issued a Certificate dated 15.01.2021 by certifying that there are 446 (Forty Hundred and Forty Six) Unsecured Creditors in the Applicant Company No.1 as on 31st December 2020 viz., M/s.IBIB Foundation due amounting to ₹ 2,51,86,000/-, M/s Alchemy Techsol India Private Limited due amounting to ₹ 11,46,14,898/-, M/s. Cisco Systems International BV due amounting to ₹ 32,90,19,469/-, M/s. IBM Corporation due amounting to ₹ 1,68,07,80,056/- etc. The Demerged Company seek to convene the meeting of the Unsecured Creditors for the proposed scheme of Arrangement. (4) Further, the said Chartered Accountant has also issued certificate dated 15.01.2021 c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Arrangement. (7) M/s. R.G.N Price Co., Chartered Accountant has also issued certificate dated 15.01.2021, certifying that there are no Secured and Unsecured Creditors in the Resulting Company as on 15.01.2021. (8) The Board of Directors of the Applicants Companies have approved and adopted the Scheme of Arrangement in their respective meeting held on 15.01.2021. (9) R.G.N. Price Co., Chartered Accountants, the Statutory Auditors of the Applicant Company No.1 IBM India Private Limited, has issued a Certificate dated 15t January 2021 by inter alia stating that the accounting treatment contained in Paragraph 15.1 of the Scheme is in compliance with applicable India Accounting Standards notified u/s 133 of the Act r/w Rules ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplication, has further submitted that the Scheme in question is made in the best interests of the Applicant Companies, and their respective Shareholders. He has pointed out that the Chartered Accountant, after verifying the records of the Companies, have duly certified the existing Equity Shareholders of the Applicant Companies and Unsecured Creditors of the Applicant Company No.1. 5. As stated supra, the Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/Chartered Accountants of the Company have also issued respective Certificates by inter-alia certifying the details of shareholders, creditors, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said meeting. The remuneration for Chairperson shall be ₹ 80,000/-(eighty thousand only) and for Scrutiniser shall be ₹ 30,,000/-(thirty thousand) The Quorum for the said meeting is 2 (two), either in person or through representative in view of the Act prescribed, three-fourth of required for consideration of the Scheme later on. The Notice of the meeting of the Equity Shareholders of the Applicant Company No.1 shall be published in an English Daily The Hindu and in Kannada Daily Udayavani . (ii) The meeting of the Equity Shareholders of the Applicant Company No.2 be convened and held on 16.03.2021 at 11.30 to 12.00 P.M at Hilton Bangalore Embassy Golflinks, Embassy Golf Links Business Park, Off Intermediate Ring Road, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ID: [email protected] is appointed as Chairperson and Mr. Sudheendra.P.Ghali FCS, having address at FB2, Krishna Residency, KR Road, Bengaluru - 560 004, Contact No. 9448190920 Email ID: [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be ₹ 80,000/- and for Scrutiniser shall be ₹ 30,000/-. The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. The Notice of the meeting of the Unsecured Creditors of the Applicant Company No.1 shall be published in English Daily The Hindu and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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