9911796707
TMI Blog2021 (1) TMI 1146X X X X Extracts X X X X X X X X Extracts X X X X ..... 6, 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 relevant to the issue in question, are as follows: (1) M/s. IBM India Private Limited (hereinafter referred as the Applicant Company No.1/Demerged Company) is an unlisted Private Company incorporated on 13.06.1997 with CIN No. U72200KA1997PTC022382 and having the office situated at No.12, Subramanya Arcade, Bannerghatta Main Road, Bangalore - 560029. Its Authorised Share Capital is Rs. 250,00,00,000/- divided into 25,00,00,000 equity shares of Rs. 10/- each, and the Issued, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 certifying that there are no Secured Creditors in the Demerged Company as on 31.12.2020. (5) M/s. Grand Ocean Managed Infrastructure Services Private Limited (hereinafter referred as the Applicant Company No.2/Resulting Company) is an unlisted Private Company, incorporated on 08.01.2021 with CIN No. U72900KA2021PTC142940 and having the office situated at No.12, Subramanya Arcade, Bannerghatta Main Road, Bangalore - 560029. Its Authorised Share Capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- ea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 thereunder and other India GAAP. (10) R.G.N. Price & Co., Chartered Accountants, the Statutory Auditors of the Applicant Company No.2 Grand Ocean Managed Infrastructure Services Pvt. Ltd., has issued a Certificate dated 15% January 2021 by inter alia stating that the accounting treatment contained in Paragraph 15.2 of the Scheme is in compliance with applicable India Accounting Standards notified u/s 133 of the Act r/w Rules thereunder and other India GAAP. (11) The rationale for the Scheme is inter-alia that the Applicant Company IBM has an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctors 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, and compliance of accounting treatment as prescribed U/s 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application. Therefore, we are convinced with the case, made out by the Applicants so as to grant relief as sought for, by convening the meeting of the Equity Shareholders of the Applicant Companies and Unsecured Creditors of the Applicant Company No.1 by appointing the Cha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholders 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, Bengaluru - 560071, for the purpose of considering and, if thought fit, approving with or without Mr. Dushyanth Kumar.K (CS), having address No. 404/2, 7» Main, 9t Cross, Jayanagar, 224 Block, Bengaluru - 560 011, Contact No. 9341223937 Email 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 Chairper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 in Kannada Daily "Udayavani". (iv) The Applicant Companies and the Chairperson and Scrutiniser appointed in the case, are hereby directed to follow all extant provisions of the Companies Act, 2013 r/w Companies (Compromises, Arrangements and Arrangements) Rules, 2016 in convening above meetings. (v) The Chairperson and Scrutinizer are directed to file their respective reports with Registry of this Tribunal, within two weeks from the date of conclusions of respective meeting, and thereafter, the Applicant Companies are hereby granted ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
