2021 (4) TMI 1066

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.... (1) M/s. Embassy Office Ventures Private Limited. ('Applicant Company No. 1/Transferor Company'), was incorporated on 11.05.2007 under the Companies Act, 1956 bearing CIN:U45201KA2007PTC042777. The registered office of the Company is at Embassy Point, 1st Floor, 150 Infantry Road, Bangalore - 560001. Its Authorised Share Capital is Rs. 14,05,00,000/- including 53,10,000 equity shares of Rs. 10/- each and 86,90,000 Class A equity shares of Rs. 10/- each, and 50,000 redeemable preference shares of Rs. 10/- and the Issued, Subscribed and Paid-up Share Capital is Rs. 13,52,95,840/- including 48,47,584 ordinary equity shares of Rs. 10/- each fully paid up and 86,82,000 Class A equity shares of Rs. 10/- each fully paid up. The main objects of the Company inter-alia are to acquire land, building and other immovable properties or any interest therein by purchase, lease or otherwise and to carry on all or any other business of designing, planning, managing, etc. (2) Chajed & Co., Chartered Accountants, the Statutory Auditors of the Transferor Company have issued certificate dated 31.01.2021 by certifying that there are Two (2) Equity Shareholders namely, Embassy Office P....

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....e merger/amalgamation of Transferor Company into and with the Transferee Company on a going concern basis from the appointed date specified in the Scheme, and all other matters consequential or otherwise integrally connected therewith and specifically provided for in the Scheme." (5) M/s. Vikas Telecom Private Limited ('Applicant Company No. 2/Transferee Company'), was incorporated on 29.05.1992 under the Companies Act, 1956 under the name and style of 'Vikas Telecom Limited' with the Registrar of Companies, Bengaluru at Karnataka bearing CIN:U64202KA1992PTC083998. Subsequently, the Transferee Company has changed its status from 'Public Limited Company' to a 'Private Limited Company' vide fresh certificate of incorporation dated 16.06.2014. The registered office of the Company is at Embassy Point, 1st Floor, 150 Infantry Road, Bangalore - 560001. Its Authorised Capital is Rs. 50,00,00,000/- including 8,00,00,000 equity shares of Rs. 10/- each and 2,00,00,000 Class A equity shares of Rs. 10/- each fully paid-up and the Issued, Subscribed and Paid-up Capital is Rs. 6,59,33,700/- including 39,56,022 ordinary equity shares of Rs. 10/- each fully....

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....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 ('Transferee Company') for the merger/amalgamation of Transferor Company into and with the Transferee Company....

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....hall be issued and allotted as fully paid-up for every 3.14(Three Decimal One Four) ordinary equity share of face value of Rs. 10/- (Rupees Ten Only) each fully paid-up held in the Transferor Company" (12) The proposed Scheme is sought to be made under the provisions of Section 230 to 232 of the Act and other applicable provisions of the Act and the same, if sanctioned, by this Tribunal, will take effect from the Appointed Date i.e. April 1, 2021 or such other date as may be directed by this Tribunal. (13) It is stated that no investigation proceedings are pending against the Applicant Companies under Sections 206 to 229 of the Companies Act, 2013. Further, there are no investigations pending against either of the Applicant Companies under any other law to the best of his knowledge. (14) It is stated that no proceedings under Section 235 or 250A of the Companies Act, 1956 or the applicable provisions of the Act, are pending against either of the Applicant Companies. Further no winding-up petition (including under Section 433 read with Section 434 of the Companies Act, 1956) and/or insolvency proceedings under the IBC, 2016 have been filed/instituted and a....