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TMI Blog2016 (10) TMI 1102X X X X Extracts X X X X X X X X Extracts X X X X ..... r company to consider and approve, with or without modifications, the proposed Scheme of Amalgamation of Idea Mobile Commerce Services Limited (hereinafter referred to as the applicant/Transferor company) with Aditya Birla Idea Payments Bank Limited (hereinafter referred to as non-applicant/ Transferee company) and further to dispense with the requirement of the Transferee Company from approaching this Court or to initiate separate proceedings under sections 391 and 394 of the Companies Act, 1956 for seeking sanction of the Scheme of Amalgamation. 2. The registered offices of the Transferor Company is situated at New Delhi, within the jurisdiction of this Court. 3. The Transferor company was originally incorporated under the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d supported by the accompanying affidavit. 13. The status of the shareholders, secured and unsecured creditors of the Transferor company are declared in the application and supported by documents filed therewith may be tabulated as under: Company No. of Shareholders (as per list Vide Annexure Mentioned in the Parenthesis) Consent given to the Scheme With reference To annexure To petition No. of secured Creditors Consent given to the Scheme With reference To annexure To petition No. of Unsecured creditors Consent given to The Scheme Transferor Company 07 (Annexure F) All (Annexure G) Nil NA 345 (Annexure I) NIL 14. As per the valuation report of the Chartered Accountant (Annexure W) on the issu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dition to the aforesaid, there are further liabilities to the tune of about Rs. 15,60,13,464/-, they being the balance monies out of the monies collected by the Transferor Company from the customers against issuance of Prepaid Payment Instruments; the amounts collected from channel partners for issuance of Prepaid Payment Instruments to the customers; security deposits accepted from channel partners; and the amounts which are payable by the Transferor Company to the merchants/aggregators whose services have been availed of by the customers by using Prepaid Payment Instruments. As per the guidelines issued by Reserve Bank of India ('RBI'), the outstanding balance in respect of the said customers are secured by the Transferor Company by depos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Hence, neither consent of nor any meeting with the Kotak Mahindra Bank is required or to be convened. 21. Learned counsel for the Transferor Company further submits that under the Scheme no compromise is offered to any of the creditors of the Transferor Company and neither any liabilities are being reduced or extinguished. There is no likelihood that any of the creditors of the Transferor Company would lose or be prejudiced as a result of the Scheme being sanctioned. There is an excess of assets over liabilities of about Rs. 43.50 crores of the Transferor Company as on 31.7.2016, this in addition to an excess of assets over liabilities of about Rs. 3 crores of the Transferee Company as on 31.7.2016. Further, as on 31.7.2016 be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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