TMI Blog2021 (7) TMI 34X X X X Extracts X X X X X X X X Extracts X X X X ..... d to examine the Scheme broadly, so as to ensure that the Scheme is prepared in accordance with the provisions law and the interest of all the stakeholders of Companies involved, are taken care of by affording due notice of Scheme, etc. - the case is made out by the Applicants for grant of relief as sought for, by dispensing with meetings of the Equity Shareholders and Unsecured Creditors of all the Applicant Companies. Convening and holding of the meetings of the Equity Shareholders of Demerged and Resulting Companies are hereby dispensed with - Convening and holding of the meetings of the Unsecured Creditors of the Applicant Companies are hereby dispensed with - Application allowed. - C. A. (CAA) No. 17/BB/2021 - - - Dated:- 18-3-2021 - Rajeshwara Rao Vittanala, Member (J) And Ashutosh Chandra, Member (T) For the Appellant : Saji P. John, Adv. ORDER Ashutosh Chandra, Member (T) 1. This Joint Application bearing C.A. (CAA) No. 17/BB/2021 is filed by M/s. Primal Projects Pvt. Ltd. ('Applicant Company No. 1/Demerged Company'), M/s. Primal IT Infra Pvt. Ltd. ('Applicant Company No. 2/Resulting Company'), under Sections 230 232 of the Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y as on 30.11.2020. It is also certified that there are Seventeen Unsecured Creditors of the Demerged Company as on 30.11.2020, namely, M/s. Accentures Solutions Pvt. Ltd. owing an amount of ₹ 13,46,25,272/- and M/s. HP PPS India Operations Pvt. Ltd. owing an amount of ₹ 12,92,52,304/- and fifteen others owing remaining amount. Accordingly, Mr. Sanjay Baurai, Authorized Representative/Director of the Accenture Solutions Pvt. Ltd. has filed an Affidavit dated 16th February 2021 by inter alia stating that he has no objection for the proposed Scheme of Arrangement. Similarly, another Affidavit dated 16.02.2021 is given by Ms. Anjana Perumal, Authorised Representative of M/s. HP PPS India Operations Pvt. Ltd. with similar declaration, for the said Scheme. Similarly, other eight Unsecured Creditors have filed their respective Affidavits with similar declaration for the said Scheme. (4) M/s. Primal IT Infra Pvt. Ltd. ('Applicant Company No. 2/Resulting Company'), was incorporated on 09.11.2011 under the Companies Act, 2013 under the name and style 'Steg Solar India Private Limited'. Subsequently, vide fresh certificate of incorporation dated 26.10.2020 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of the Memorandum and Articles of Association of the Company and subject to the requisite approvals, sanctions, consents, observations, no objection from the shareholders and the creditors of the Company, the relevant National Company Law Tribunal (NCLT), Board of Approval of Special Economic Zone (SEZ) or such other competent regulatory authority as may be applicable, subject to approval of the Central Government and other authorities that may be necessary, the consent of Board of Directors of the Company be and is hereby accorded for Scheme of Arrangement ('Scheme') for demerger of Constructed Commercial Premises Undertaking ('Demerged Undertaking') of the Company ('Demerged Company') into Primal IT Infra Private Limited ('Resulting Company') with effect from the prospective 'Appointed Date' i.e. 01st April, 2021 or such other date as may be determined by the Board of Directors of the Company and the Demerged Undertaking of the Company be transferred to the Resulting Company with effect from the appointed date. (8) Similarly, the Board of Directors of Resulting Company at its meeting held on 04.01.2021 have approved th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany, it is proposed to transfer and vest already Constructed Commercial Premises Undertaking owned directly or through Partnership Firms in the Resulting Company directly or through Partnership Firms in the Resulting Company through the Scheme, resulting into remaining business and assets including Phase II shall be held and owned by M/s. Primal Projects Pvt. Ltd. (12) It is further stated that, no investigation proceedings against the Applicant Companies U/ss. 235 to 251 or any other provision of the Companies Act, 1956 or Sections 206 to 229 of the Companies Act, 2013. Further, there are no investigations under any other law. 3. Heard Mr. Saji P. John, learned Counsel for the Applicant Companies. We have carefully perused the pleadings of the party and extant provisions of the Companies Act, 2013 and the Rules made thereunder and the Law on the issue. 4. The learned Counsel for the Applicant Companies, while pointing out various averments made in the Company Application, has further submitted that the Scheme in question is made in the best interests of the Companies and their stake holders. He has pointed out that the respective Chartered Accountants of the Applican ..... X X X X Extracts X X X X X X X X Extracts X X X X
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