TMI Blog2021 (3) TMI 1056X X X X Extracts X X X X X X X X Extracts X X X X ..... anies and Secured Creditors of the Applicant No.2 and Unsecured Creditors of the Applicant No.1 and direct to convene the Meeting of Unsecured Creditors of the Applicant No.2 etc. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) WeP Digital Services Limited (hereinafter referred to as `Applicant Company No.1/Transferor Company') is a Company incorporated under the Companies Act, 2013 on 28.05.2015 with the name and style of eRM Solutions Private Limited bearing CIN:U74900KA2015PLC080570. On 26.05.2017 the status of the company was changed from private to public. Subsequently the name of the Company was changed to WeP Digital Services Limited with effect from 26.05.2017. The Registered Office of the Applicant Company No.1 is at 40/1 A, First Floor, Basappa Complex, Lavelle Road, Bangalore-560001. Its Authorised Share Capital is ₹ 10,00,00,000/- divided into 1,00,00,000 Equity shares of Re.10/- each and the Issued, Subscribed and Paid-up Share Capital is ₹ 7,81,00,000/- divided into 78,10,000 Equity Shares of Re.10/- each. The main objects of the Applicant Company No.1 is inter-al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fice of the company was shifted to the state of Karnataka on 18.08.1999 and subsequently the name of the Company was changed to WeP Solutions Limited with effect from 23.12.2011 and having CIN:L72200KA1995PLCO25617. The Company is a listed company and its shares are listed with BSE. The registered office of the Applicant Company No.2 is situated at 40/1-A, Basappa Complex, Lavelle Road, Bengaluru - 560 001. Its Authorised Share Capital is ₹ 40,00,00,000/- divided into 4,00,00,000 equity shares of ₹ 10 each and issue, subscribed and paid-up share capital is ₹ 26,31,63,720/- divided 2,63,16,372 equity shares of ₹ 10/- each fully paid up. The main objects of the Applicant Company No.2 is interalia to establish and run digital printing, storage and image processing center/ development centers/ computer centers and to offer consultancy in e-nail, e-commerce and internet and other services and impart training on electronic data processing, computer software and hardware and in enterprise resource planning, e-mail, e-commerce and internet and other services etc. (6) It is stated that there are 4,192 equity shareholders in the Applicant Company No.2 as on 31st De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 375 (Three Hundred and Seventy Five only) Unsecured Creditors in the Applicant Company No.2 as on 31.12.2020 viz., Kyocera Document solutions India Private Limited due amounting to ₹ 1,88,93,912/-, Union Technology International due amounting to ₹ 54,33,624/-, Ninestar Image Tech Limited due amounting to ₹ 51,56,715/- etc. The Applicant Company No.2 seeks to convene the meeting of the Unsecured Creditors for the purposed Scheme. (10) The Board of Directors of the Applicant Companies in their respective meetings held on 28th December, 2020 have approved and adopted the Scheme of Amalgamation. (11) N.M. Raiji Co., Chartered Accountants, the Statutory Auditors of the Applicant Companies, have issued a separate Certificates for both the companies dated 03.02.2021 by inter alia stating that the proposed accounting treatment specified in Part 'ID' of the Scheme, is in compliance with Securities and Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and applicable Accounting Standards notified u/ s 133 of the Companies Act, 2013, r/w Companies (Indian Accounting Standards) Rules, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 dispensing with the meeting of the Equity Shareholders, Unsecured Creditors of the Applicant Company No.1 and Secured Creditors of the Applicant company No.2 and convene the meeting of the Equity Shareholders and Unsecured Creditors of the Applicant Company No.2/Transferee Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. 6. In the result, C.A. (CAA) No.13/BB/2021 is disposed of with the following directions: (i) It is hereby dispensed with the convening and holding the meetings of the Equity Shareholders, and Unsecured Creditors of the Applicant Company No. 1 . (ii) It is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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