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TMI Blog2021 (9) TMI 1160X X X X Extracts X X X X X X X X Extracts X X X X ..... llows: (1) M/s. Embassy Services Private Limited (hereinafter referred to as Applicant No. 1/Transfer or Company No. 1) was incorporated on 28.09.1995 under the provisions of the Companies Act, 1956, having CIN: U85110KA1995PTC0 18887. Its Authorised Share Capital is Rs. 1,01,00,000/- divided into 10,10,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs. 1,01,00,000/- divided into 10,10,000 Equity Shares of Rs. 10/- each fully paid up. Its main objects are inter-alia to carry on the business of providing services in the areas of property management, transition management, accounting management, security services, house-keeping services, pest control services etc. (2) Anji Reddy Putluri & Co, Chartered Accountants, have issued Certificates dated 24.03.2021, by certifying that there are 02 (two) Equity Shareholders in Applicant No. 1 Company/Transferor Company No. 1 as on 24.03.2021, viz., JV Holding Private Limited holding 999,900 Equity Shares and JV Holding Private Limited jointly with Jitendra Virwani holding 10,100 Equity Shares. Accordingly, Bishwajeet Dubey, Authorised Signatory of JV Holding Private Limited, has filed an Affidavi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2021, by inter alia stating that the Company is holding 9,999 Equity Shares of Rs. 10/- each and has given no objection for the dispensation of the meeting of Equity Shareholders. Similarly, another Equity Shareholder has also filed an Affidavit with similar declaration for the proposed Scheme of Arrangement. (7) Anji Reddy Putluri & Co, Chartered Accountants, have issued a Certificate dated 29.03.2021, by certifying that there is no Secured Creditors in the Applicant Company No. 2/Resulting Company/Transferee Company No. 2 as on 28.02.2021. (8) Anji Reddy Putluri & Co, Chartered Accountants, have issued a Certificate dated 29.03.2021, by certifying that there is 1 (One) Unsecured Creditor representing a total debt of Rs. 1,63,37,798/- in the Applicant Company No. 2/Resulting Company/Transferee Company No. 2 as on 28.02.2021 viz., VTV Infrastructure Private Limited, due amount of Rs. 1,63,37,798/-. The Applicant Company No. 2/Resulting Company/Transferee Company No. 2 seeks to convene the meeting of the Unsecured Creditors for the proposed Scheme. (9) M/s. Embassy Property Developments Private Limited (hereinafter referred to as Applicant Company No. 3/Transferee Company No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... total debt of Rs. 23,00,08,67,118/- in the Applicant Company No. 3/Transferee Company No. 1 as on 28.02.2021. The Applicant Company No. 3/Transferee Company No. 1 seeks to convene the meeting of the Unsecured Creditors for the proposed Scheme. (13) M/s. VTV Infrastructure Management Private Limited (hereinafter referred to as Applicant Company No. 4/Transferor Company No. 2) was incorporated on 02.12.2009, under the provisions of the Companies Act, 1956, having CIN:U74140KA 2009PTC051703. Its Authorised Share Capital is Rs. 5,00,000/- divided into 10,000 Class A Equity Shares of Rs. 10/- each, 15,000 Class B Equity Shares of Rs. 10/- each and 25,000 0.1% Compulsorily Convertible Preference Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up share Capital is Rs. 2,00,000/- divided into 10,000 Class A Equity Shares of Rs. 10/- each fully paid-up and 10,000 Class B Equity Shares of Rs. 10/- each fully paid up. Its main objects inter alia are engaged in the business of providing services in the areas of property management, transition management, M&E Services, accounting management etc. (14) Anji Reddy Putluri & Co, Chartered Accountants, have issued Certificates dated 24. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th applicable Indian accounting standards notified by the Central Government under the Act, 2013. (20) The rationale for the Scheme inter-alia simplified management structure, leading to better administration with focused operational efforts, rationalization, standardization and simplification of business process, the elimination of duplication, reduction in multiplicity of legal and regulatory compliances and rationalization of administrative expenses. Simplification of group structure. (21) It is further stated that no investigations, proceedings are pending against the Applicant Companies under the provisions of Section 206 to 229 of the Companies Act, 2013. 3. Heard Shri A. Murali, learned counsel for the Applicant Companies, through Video Conference. 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. Shri A. Murali, 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 Applicant Companies, and their respective Shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2021 at 11.00 AM through Video Conferencing or Other Audio Visual Means for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement. The Quorum for the said meeting is 1 (One), either in-person or through representative. (v) For the aforesaid 03 (three) meetings of Secured Creditors of Applicant Company Nos. 1, 3 & 4, Shri Naman Jhabakh, Advocate, having address at Holla and Holla, Prestige Nebula, Level 4, Infantry Road, Shivaji Nagar, Bengaluru - 560 001, Contact No. 99621 00188 Email ID: [email protected] is hereby appointed as Chairperson and Shri Prasanna Naganur, PCS, having address at No. 3114A, 2nd Floor, 18th Cross, K.R. Road, Banashankari 2nd Stage, Bengaluru - 560 070 Contact No. 96118 05806 Email ID: prasannanaganur @gmail.com is hereby appointed as Scrutinizer for the said meetings. The remuneration for Chairperson shall be Rs. 40,000/- for each meeting and for Scrutiniser shall be Rs. 20,000/- for each meeting. The Notice of the meeting of the Secured Creditors of the Applicant Company Nos. 1, 3 & 4 shall be published in an English Daily "The Hindu" and in Kannada Daily "Udayavani". (vi) The m ..... 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. (x) The meeting of the Unsecured Creditors of the Applicant Company No. 4/Transferor Company No. 2 be convened and held on 04.10.2021 at 01.00 PM through Video Conference or Other Audio Visual Means for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement. The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in-person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. (xi) For the aforesaid 02 (Two) meetings of Unsecured Creditors of Applicant Company Nos. 3 & 4, Shri T. Krishna, Advocate, having address at No. 245, 5th Cross, Flower Garden, Chamarajpet, Bengaluru - 560 018 Contact No. 88841 99996 Email ID: krishna@spj legal.com is hereby appointed as Chairperson and Shri Nagaraj M O, PCS, having address at No. 20, 9th Cross, 6th Main, R.K. Layout, Padmanabha nagar, Near B P Petrol Bunk, Bengaluru - 560 070, Contact No. 99005 05028 Email ID: nagaraj.win@gmail. com is appointed as Scrutinizer for the said meeting. The re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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