TaxTMI 
TaxTMI 
2019 (12) TMI 1527
X X X X Extracts X X X X
X X X X Extracts X X X X
.... to hold the meeting of the unsecured Trade creditors of the Second Applicant Company in terms of Scheme of Amalgamation annexed here with as AnnexureH which is shown at pg:247-279 to this Application. 2. The averments made in the application are briefly described here under: Transferor Company 1: a. Karix Mobile Private Limited, ("First Applicant Company" or "Transferor Company 1") was originally incorporated on 08.08.2000 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Chennai, in the State of Tamil Nadu under the name and style of AIRZWEB INDIA PRIVATE LIMITED" and changed its name ""mGage India Private Limited" on 25^th march 2014 and subsequently changed the name to "Karix Mobile Private Limited" on 31th day of January 2018 and shifted the registered office to Hyderabad, in the State of Telangana vide order of regional director 25/06/2019. b. The Transferor Company 1 is engaged in the business of providing Software as a service (SaaS) based mobile messaging services for enterprises, aggregators and governmental authorities. copies of Memorandum and Articles of Association are hereto annexed and marked a....
X X X X Extracts X X X X
X X X X Extracts X X X X
....f regional director dated 25/07/2006 and changed its name to "Muftithumb Corporation Private Limited" on 13" Day of April 2013 and subsequently changed the name to "Tanla Corporation Private Limited" on 19" day of July 2015. h. The Transferee Company is engaged in the business of providing SaaS-based consumer communication services, such as text messages, voice messages etc., for enterprises, aggregators and governmental entities. The copy of Memorandum and Articles of Association are hereto annexed and marked as ANNEXURE - E to the application. i. The authorized, subscribed and paid-up share capital of the Transferee Company as on 31 March 2019 was as under: Particulars Amount (INR) Authorised Share Capital: 22,50,000 equity shares of INR 10 each 2,25,00,000 Issued, Subscribed and Paid-up Share Capital: 13,28,647 equity shares of INR 10 each 1,32,86,470 Subsequent to 31 March 2019, as on the date of filing of this application, there change in the authorised, issued, subscribed and paid-up share capital of the Transferee Company and revised capital is as under: Particulars Amount (INR) Authorised Share Capita....
X X X X Extracts X X X X
X X X X Extracts X X X X
....competitive position of the Transferee Company. d. The amalgamation would help combining the administrative and marketing functions of the entities involved and consequently result into more efficient functioning of the Transferee Company in a cost-effective manner. e. The amalgamation is expected to increase the financial strength thereby enabling further growth' and development of the Transferee Company. f. The amalgamation would result into simplification of the holding structure of different entities of Tanla Group. g. The amalgamation would bring greater management focus and would help in achieving uniform corporate policies and faster / effective decision making and its implementation. h. Cost reduction as a result of focused operational efforts, elimination of duplication of administrative expenses, optimum utilization of available resources and integrating management focus which will make the internal control systems more efficient and effective; i. Business synergies in the operations of the Transferee and the Transferor Companies will provide operational flexibility resulting into higher profitability and a stron....
X X X X Extracts X X X X
X X X X Extracts X X X X
....inety Eight Thousand Eight Hundred Forty Six Only) as on 30" August 2019. Consent Affidavit has been obtained from Tanla Solutions Limited, which is one of the Trade Creditor to which Approximately 66.04% of the total aggregate amount i.e Rs. 15,75,62,256/-. In view of not having consent of 3/4" of the creditors of the Transferor Company 2 to the proposed scheme, Meetings should be convened. A certificate from Statutory Auditor of the Transferor Company 2 certifying the list of creditors of the Transferor Company 2 as on 30 August 2019, indicating their names, addresses and amounts owed to them is hereto annexed and marked as ANNEXURE -M. c. It is averred that Transferee Company has no secured creditor as on 30% August, 2019. Transferee company has one Unsecured Trade Creditors at an outstanding value of INR 6,41,66,214/- (Indian Rupees Six Crores Forty One Lakhs Sixty Six Thousand Two Hundred and Fourteen Only) as on 30% August 2019. A certificate from Statutory Auditor of the Transferee Company certifying the list of creditors of the Transferee Company as on 30 August 2019, indicating their names, addresses and amounts owed to them is hereto annexed and marked as ANNEXUR....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the First Applicant Company/ Transferor Company 1. In case of the Second Applicant Company/ Transferor Company 2: (i) To dispense with the meetings of the Equity Shareholders and secured Creditors of the Second Applicant Company/ Transferor Company 2. (ii) To convene the meeting of the Unsecured Trade creditors of the Second Applicant Company at the registered office of the Company or any other place as may be directed, for consideration of the proposed Scheme. (iii) To appoint a Chairperson for convening and conducting the meeting of the unsecured trade creditors. (iv) Quorum may be fixed for the meeting of the unsecured Trade creditor of second applicant company. (v) The unsecured trade creditors be permitted to exercise their vote at the meeting either in person or proxy by way of polling paper/ballot paper. (vi)AS to the manner of giving the notices of the said meeting, it is sufficient to serve the notices on the unsecured trade creditors of the second Applicant Company by Ordinary Post / Courier / E-mail. (vii) That the adv....
X X X X Extracts X X X X
X X X X Extracts X X X X
..../ Transferor Company 2. (c) Appointed Shri. Krishna C.V. Grandhi , Counsel, # Plot No.82, Road No.5, Prashasan Nagar, Jubilee Hills, Hyderabad, Telangana-500 096, India (Mob. 8978573939) as Chairman and Ms.Krithika Sharma, PCS, H. No: 2nd Floor, Amudalya Bhavan, Boggulkunta, Abids-500 001, Telangana (mob- 8179405974 ) as Scrutinizer for convening the meetings of unsecured trade creditors. Fee fixed for Chairperson is and Rs. 70,OOO/- for scrutinizer for the above meetings. (d) Meeting of unsecured trade creditors will be held on 1st day of February , 2020 at 11.00 AM on Saturday at registered office of the company. (e) The Quorum fixed for the meetings are as under:- Transferor Company 2: For Unsecured trade creditors meeting: 5 (personally present). (f) The unsecured trade creditors be permitted to exercise their vote at the meeting either in person or through proxies. (g) The notice of the Meetings of Unsecured trade creditors of second transferor Company shall be published in "The Business Standard", Hyderabad Edition and one in Telugu Edition of "Nava Telangana", Hyderabad Edition. (h) Second Trans....