TMI Blog2021 (4) TMI 1066X X X X Extracts X X X X X X X X Extracts X X X X ..... for, on the principle of case of doing business, and to facilitate the Company to file necessary second stage Petition seeking to sanction the Scheme, subject to fulfillment of all statutory conditions, after notice to the respective Statutory Authorities. Application disposed off. - C.A. (CAA) No. 15/BB/2021 - - - Dated:- 19-3-2021 - Rajeswara Rao Vittanala, Member (J) And Ashutosh Chandra, Member (T) For Appearing Parties : Saji P. John, Adv. ORDER Ashutosh Chandra, Member (T) 1. This Joint Application bearing C.A.(CAA) No. 15/BB/2021 is filed by M/s. Embassy Office Ventures Private Limited ('the Applicant Company No. 1/Transferor Company'), and M/s. Vikas Telecom Private Limited ('the Applicant Company No. 2/Transferee Company'), under Sections 230 to 232 of the Companies Act, 2013, and Other Applicable provisions of the Companies Act, 2013 read with Companies (Compromise, Arrangements And Amalgamation), Rules, 2016, by inter-alia seeking to dispensing the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors, etc. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in quest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ia resolved as under: RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) rules, 2016, (including any amendment or re-enactment thereof from time to time) and in accordance with the provisions of the Memorandum of Association of the Company, and subject to the approval of the National Company Law Tribunal, Bengaluru Bench ('NCLT'), and subject to such terms and conditions and modifications(s), as may be imposed, prescribed or suggested by the NCLT and subject to the approval of Embassy Office Parks Management Services Private Limited (Manager to the Embassy Office Parks REIT) or any appropriate authorities and subject to the approvals, consents, permissions, and/or sanctions of the appropriate governmental, regulatory or statutory authorities shareholders and creditors of the Company, the consent of the Board of Directors of the Company be and is hereby accorded to the Scheme of Arrangement ('Scheme') between Embassy Office Ventures Private Limited ('Transferor Company') and Vikas Telecom Private Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ispense with the holding of the meetings of the Equity Shareholders for the proposed Scheme. (7) Chajed Co., Chartered Accountants, the Statutory Auditors of the Transferor Company have issued certificates dated 31.01.2021 by certifying that there are 2 (Two) Secured Creditors, namely Deutsche Bank AG, amounting to ₹ 749,37,50,000/- and HSBC Limited, amounting to ₹ 724,37,50,000/- in the Transferee Company. Further the consent letters by both of the Secured Creditors in the form of affidavits has been given to dispense with the meetings of the Secured Creditors for the proposed scheme. There are 271 (Two Hundred and Seventy One) Unsecured Creditors in the Transferee Company amounting to ₹ 2854,28,11,517/-. Further the consent letters by 5(Five) Unsecured Creditors (constituting 90.99% in value and majority) in the form of affidavits have been given by the Unsecured Creditors of the Transferee Company to dispense with the holding of the meetings of the Unsecured Creditors for the proposed Scheme. (8) The Board of Directors of the Transferee Company at its meeting held on 20.01.2021 have inter alia resolved as under: RESOLVED THAT pursuant to the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n operational cost due to consolidation of the business and rationalization, standardization and simplification of business process. Further, ensuring elimination of duplication, reduction in multiplicity of legal and regulatory compliances and reduction in cost leakage due to overlapping services. (11) As consideration for the amalgamation, the Transferee Company No. 2 shall issue and allot ordinary equity shares to the equity shareholders of the Transferor Company in the following ration: Issue of ordinary equity shares by the Transferee Company to Class A equity shareholders of the Transferor Company: 1 (One) fully paid-up ordinary equity share of face value of ₹ 10/- (Rupees Ten Only) each of the Transferee Company shall be issued and allotted as fully paid-up for every 3.72(Three Decimal Seven Two) Class A equity share of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up held in the Transferor Company Issue of ordinary equity shares by the Transferee Company to the ordinary equity shareholders of the Transferor Company: 1 (One) fully paid-up ordinary equity share of face value of ₹ 10/- (Rupees Ten Only) each of the Tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal may allow the Application as prayed for, on the principle of case of doing business. 5. We have perused the Certificates given by the Chartered Accountants, as mentioned above, and all the requisite consent letters, wherein the parties have consented for the Scheme and also for dispensation of their meetings for consideration of the Scheme by the Tribunal. The Statutory Auditors/Chartered Accountants of the Petitioner Companies have issued Certificates by inter alia certifying the details with regard to Equity Shareholders and Secured/Unsecured Creditors and compliance of accounting treatment as prescribed U/s. 133 of the Companies Act, 2013 with reference to the Scheme in question. The Companies have disclosed material information with regard to the Scheme in question. We are convinced with the case made out by the Petitioners so as to grant relief as sought for, dispensing with meetings of the Equity Shareholders, and Unsecured Creditors of the Applicant Companies. 6. The Tribunal is empowered, under Section 230(9) of the Companies Act, 2013, to dispense with calling of a meeting of creditors or class of creditors, where such creditors or class of creditors, havin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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