TaxTMI 
TaxTMI 
2021 (8) TMI 9
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.... * In case of the 4th Applicant/Second Transferee Company to dispense with the meetings of the Equity Shareholders and Secured Creditors and to convene the meeting of Unsecured Creditors. 2. The averments made in the application are briefly described as under: a. M/s. Excelra Knowledge Solutions Private Limited/First Transferor Company was originally incorporated as a private limited company under the Companies Act, 1956 in the then State of Andhra Pradesh on 4th March 2014 under the name and style of 'GVK Informatics Private Limited'. Subsequently, on 18th December 2015, the name of the Company was changed to 'Excelra Knowledge Solutions Private Limited' and its Corporate Identity number is U72200TG2014PTC093303. The Registered Office of the 1st Applicant Company is mentioned in the cause title. b. It is averred that 1st Applicant Company is primarily engaged in the business of information technology based and enables services such as advanced data science and tech enabled - data, analytics and technology services, including but not limited to data creation, Ingestion, integration, transformation, consolidation, curation, compilation, coll....
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....tion, there is no change in the authorized, issued, subscribed and paid-up capital of 2nd Applicant Company/Demerged Company/Second Transferor Company. A copy of the audited Balance Sheet as at 31st March, 2020 and Unaudited Statement of Accounts as on 31st December, 2020 of the 2nd Applicant Company/Demerged Company/Second Transferor Company are annexed to the Application as Annexure-4. g. GVK Davix Research Private Limited (hereinafter referred to as 3rd Applicant/Resulting Company) was originally incorporated as a private limited company under the Companies Act, 1956 in the then State of Andhra Pradesh on 24th February 2006 under the name and style of 'GVK Davix Research Services Private Limited'. Subsequently, on 4th December 2007, the Company had changed its name to 'GVK Davix Research Private Limited' and its Corporate Identity Number is U72100TG2006PTC049287. The Registered Office of 3rd Applicant/Resulting Company is mentioned in the cause title. h. The 3rd Applicant/Resulting Company is engaged in the business information technology based and enabled services such as advanced data science and tech enabled - data, analytics and technology s....
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.... A copy of the audited Balance Sheet as at 31st March, 2020 and Unaudited Statement of Accounts as on 31st December, 2020 of the 4th Applicant/Second Transferee Company are annexed hereto as Annexure-8. 3. Rationale and purpose of the Composite scheme of Arrangement a. Excelra Knowledge Solutions Private Limited and GVK Davix Research Private Limited are subsidiaries of GVK Davix Technologies Private Limited which are engaged in providing information technology based and enabled services. Aragen Life Sciences Private Limited, which is also a subsidiary of GVK Davix Technologies Private Limited, is primarily engaged in providing contract research and development services. b. Each of the varied businesses carried on by GVK Davix Technologies Private Limited through its subsidiaries i.e. information technology and contract research and development services business have significant potential for growth and profitability. The nature of risk, competition, challenges, opportunities and business methods for such businesses are distinct and are required to be handled and managed differently. The proposed restructuring will lead to greater/enhanced focus to the oper....
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....ed to the Application as Annexure- 9A to 9D. 5. SHAREHOLDERS OF THE APPLICANT COMPANIES It is averred that there are Four (4) Equity shareholders in the 1st Applicant/First Transferor Company and all the shareholders have given their no objection to the proposed Composite Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by ABR & Associates, Company Secretaries along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-11 (pg no. 649-658). It is averred that there are Three (3) Equity shareholders in the 2nd Applicant/Demerged/First Transferee/Second Transferor Company and all the shareholders have given their no objection to the proposed Composite Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by ABR & Associates, Company Secretaries along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-12 (pg no. 659-668). It is averred that there are Two (2) Equity shareholders in the 3rd Applicant/Resulting Company and all the shareholders have given their no objection to the proposed Composite Scheme by means o....
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....hereto as Annexure-18(Page No. 704-746). As on the 31.01.2021, there are 924 (Nine Hundred and twenty-four) Unsecured Creditors in 4th Applicant/Second Transferee Company and the list of Unsecured Creditors duly certified by BSR & Associates LLP, Chartered Accountants is annexed hereto as Annexure-18(Page No. 704-746). 7. COMPLIANCE OF ACCOUNTING STANDARD According to the Certificate given by K.S. Rao & Co, Chartered Accountants it is averred that the Accounting Treatment specified under Clause 14 of the proposed Scheme is in compliance with the applicable Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and other generally accepted accounting principles. According to the independent Auditor's Certificate issued by BSR& Associates LLP, Chartered Accountants, the accounting treatment of the second transferee company as specified in Clause 38 of the Draft Scheme, is in compliance with applicable accounting standards (particularly Indian Accounting Standard (Ind AS-103)-"Business Combinations") notified by the central government of India under Section 133 of the Act....
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.... of the result of the meeting, the time be fixed as 10 days from the date of the said meeting. In case of the Second Applicant Company/Transferee Company: h. To dispense with the meetings of the Equity Shareholders Secured and Unsecured Creditors. In case of the 3rd Applicant/Resulting Company i. To dispense with the meetings of the Equity Shareholders, Secured and Unsecured Creditors In case of the 4th Applicant/Second Transferee Company j. To dispense with the meetings of the Equity Shareholders and Secured Creditors. k. To convene the meeting of Unsecured Creditors of the 4th Applicant/Second Transferee Company through video conferencing (VC) or other audio visual means (OAVM) as per applicable law or a physical meeting as the case may be, shall be held at the registered office of the Company or any other place as may be directed, for consideration of the proposed Scheme consequently. l. To appoint a Chairman for convening and conducting the meeting of Unsecured Creditors. m. That the quorum be fixed as 25 (Twenty Five) Unsecured Creditors present in the Unsecured Creditors meeting either in person ....
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....itors of the Applicant Companies. (b) Hereby ordered convening meetings of unsecured creditors of first Applicant Company and fourth Applicant Company. (c) Appointed Satyasiri Atluri, Advocate, having Mobile Number: 9121008120 as Chairman and Ms. Anantha Lakshmi, advocate, having mobile number: 8008012987 as Scrutinizer for convening the meetings of Unsecured Creditors of the 1st Applicant Company and 4th Applicant Company. Fee fixed for Chairperson is Rs. 2,00,000/- and Rs. 1,50,000/- for scrutinizer for both the above meetings. (d) Meetings of unsecured creditors of the first Applicant Company and fourth Applicant Company will be held on 21st day of August, 2021 at 10.00 AM & 11.00 AM respectively through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) for the purpose of considering the Scheme (e) The Quorum fixed for the meetings of First Applicant Company are as under:- For unsecured creditors meeting: 3(person or by proxy). (f) The Quorum fixed for the meetings of Fourth Applicant Company are as under:- For unsecured creditors meeting: 25(person or by proxy). (g) The notice of the Meetings of unsec....
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....ions) Rules, 2016 if no response is received by the Tribunal from Income Tax Authority within 30 days of the date of receipt of the notice, it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (l) The Applicant Companies to serve notice upon the Official Liquidator pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangements and Amalgamations) Rules, 2016 if no response is received by the Tribunal from Official Liquidator within 30 days of the date of receipt of the notice it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (m) The Chairmen shall have all powers under the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 in relation to the conduct of the meetings (s) including for deciding procedural questions that may arise before or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting ....