TaxTMI 
TaxTMI 
2021 (7) TMI 34
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....panies Act, 2013, R/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2013 by inter-alia seeking for dispensation of the meeting of the Equity Shareholders & Unsecured Creditors of Applicant Companies for the purpose of considering the proposed Scheme of Arrangement etc. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. Primal Projects Pvt. Ltd. (Applicant Company No. 1/Demerged Company), was incorporated on 25.08.2000 under the provisions of the Companies Act, 1956 bearing CIN: U07010KA2000PTC027690. Its Authorised Share Capital is Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and ....
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....ts with similar declaration for the said Scheme. (3) It is certified that there are no Secured Creditors of the Demerged Company 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 Rs. 13,46,25,272/- and M/s. HP PPS India Operations Pvt. Ltd. owing an amount of Rs. 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.....
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....led an Affidavit dated 16th February 2021 by inter alia stating that he is holding 12,500 shares of Rs. 10/- each aggregating to Rs. 1,25,000/- as on 31.12.2020 and have no objection for dispensation of the meeting of the Shareholders by the NCLT U/s. 230 of the Companies Act, 2013. Similarly, another Affidavit dated 16.02.2021 is given by Mr. Kupendra Reddy Dasareddy, Shareholder of M/s. Primal IT Infra Pvt. Ltd. with similar declaration, in respect of 12,500 Equity Shares of Rs. 10/- each of total value of Rs. 1,25,000/-, for the said Scheme. Similarly, other four Shareholders have filed their respective Affidavits with similar declaration for the said Scheme. (6) It is certified that there are no Secured Creditors of the Resulti....
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.... 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 the Scheme of Arrangement. (9) Further, A.R. Viswanathan & Co., Chartered Accountants, the Independent Auditors of the Demerged Company issued a certificate dated 04.01.2021, by opinioned that the proposed accounting treatment in the books of the Company contained in Clause 12 of the Scheme is in compliance with applicable In....
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....rged Company and its Partnership Firms. * Accordingly, management proposes to create a parallel structure whereby under one entity, they will solely hold rights, title and ownership of already constructed commercial premises without any third party interest and under second entity they will explore options to invite investors, strategic partners, financial institution and/or bankers for development of Phase II and rights/title in Phase II will be secured/diluted in their favour. * With this objective in mind and intent of realigning the business operation of Demerged Company, it is proposed to transfer and vest already Constructed Commercial Premises Undertaking owned directly or through Partnership Firms in the Resulting ....
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....he Application as prayed for. 5. Section 230(9) of the Companies Act, 2013, empowers this Tribunal to dispense with calling of a meeting of creditors or class of creditors, where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the Scheme of compromise or arrangement. 6. We have perused the Certificates given by the Chartered Accountants, as mentioned above, and all the Affidavits, 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 Demerged and Resulting Companies have issued Certificates by inter alia certifying the detail....