TaxTMI 
TaxTMI 
2021 (1) TMI 938
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....estion, are as follows: (1) M/s. Orion Property Management Services Ltd. (hereinafter referred to as 'Applicant Company No.1/Transferor Company') was incorporated on 07th September, 2011 under the provisions of the Companies Act, 1956 bearing CIN: U70109KA2011PLC060288 under the name and style of "Orion Mall Management Company Limited". Thereafter, the name of the Company was changed from Orion Mall Management Company Limited to M/s. Orion Property Management Services Ltd. vide Certificate of Incorporation dated 24.12.2018 issued by the ROC, Karnataka. Its Authorised Share Capital is 1,00,00,000/- divided into 10,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital is Rs. 1,00,00,000/- divided into 10,00,000 Equity Shares of Rs. 10/- each. The main objects of the Company inter-alia are to carry on trade or business in India or elsewhere as managers & maintainers of mall, contractors , building land and estate agents and to acquire flats and offices and retail spaces and to sell them etc. (2) B. K. Ramadhyani & Co. LLP, Chartered Accountants, have issued a Certificate dated 16.10.2020 by cert....
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....nter-alia are to establish world trade centres in India and abroad individually or in association with individuals, associations of persons, societies, organisations engaged in development of trade commerce and Government and quasi Government organization by constructing, purchasing leasing or hire purchasing etc. (5) B. K. Ramadhyani & Co. LLP Chartered Accountants, have issued a Certificate dated 16.10.2020 by certifying that there are 07 (Seven) Shareholders of the Transferee Company as on 30.09.2020, namely, Brigade Enterprises Limited holding 28, 74,400 Shares constituting 99.98%, M.R. Jaishankar holding 100 Shares constituting 0.004% and five others. Accordingly, Mr. P. 0m Prakash, the Authorized Signatory of Brigade Enterprises Limited has filed an Affidavit dated 19.10.2020, by inter-alia stating that the Company is holding 28, 74,400 Equity Shares of Rs. 10/- each, in the Transferee Company and has given consent for the Scheme of Amalgamation and for dispensing with the convening and holding of a meeting of the Equity Shareholders of the Transferee Company for the purpose of approving the said Scheme. Similarly, Mr. M. R. Jaishankar has filed an Affidavit dated 19.....
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....ion in number of audits and return filings from a regulatory standpoint. It becomes onerous whenever there are changes in laws/rules which require changes for both entities to be replicated. * The Group's vendor contracts cover all legal entities but, by virtue of these being separate entities, paper contracts end up being different thereby resulting in administrative inefficiencies. * Inter-company transactions would also reduce considerably. (10) It is further stated that, no investigation proceedings are pending under Section 210 to 215 of the Companies Act, 2013 or otherwise against the Transferee Company and the Transferor Company. 3. Heard Mr. 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. 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 its stake holders. The Chartered Accountants of A....
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....ituting 100% of Equity Shareholding of the Applicant Companies, and they have also furnished their consent affidavits. There would not serve any purpose to direct to convene and hold the meetings of Equity Shareholders of Applicants. As seen from the Chartered Accountants' Certificates issued by M/s. B.K. Ramadhyani & Co. LLP dated 30.10.2020 there are no Secured Creditors in both the Applicant Companies. Hence, the requirement of convening and holding the meeting of the Secured Creditors of Applicant Companies does not arise. Therefore, it would be just and appropriate to dispense with the meetings of Equity Shareholders as sought for and convene the meetings of Unsecured Creditors and Unsecured Trade Creditors of Applicants, as they have not filed Affidavits for dispensation of their meetings. 8. In the result, C.A. (CAA) No.01/BB/2021 is disposed of with the following directions: (1) It is hereby dispensed with convening and holding of the meetings of the Equity Shareholders of the Applicant Companies. (2) The meeting of the Unsecured Creditors of the Transferor Company be convened and held on 24.02.2021 at 10:00 A.M., at 04th Floor, World Trade Centre....
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....; The meeting of the Unsecured Creditors of the Transferee Company be convened and held on 24.02.2021 at 12:00 Noon., at 04th Floor, World Trade Centre, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleshwaram-Rajajinagar, Bangalore- 560 055 or through Video Conference for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Mr. Rammurthy Karingula , Advocate, having address at Flat No.404, Harihana Enclave 15th Cross, 1st Main, HR Layout, Sector 6, Bengaluru, Contact No.9440412810 / 9030412810, Email ID: [email protected] is hereby appointed as Chairperson and Mr. Pramod S. PCS, having address at 242, Pragathi Arcade, 1st Floor, 3rd Main Road, Chamrajpet, Bengaluru- 560 018, Contact No.996437077 Email ID: [email protected] appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be Rs. 50,000/- (Rupees Fifty Thousand only) and for Scrutiniser shall be Rs. 30,000/- (Rupees Thirty Thousand only). The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative as prescribed in the Act and three-fourth of the....