TaxTMI 
TaxTMI 
TaxTMI 
2018 (9) TMI 2042
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.... the meeting and necessary directions be given with regard to issue of notice, convening, holding and conducting of the meeting and pass orders dispensing with publication of notice of meeting in the newspapers. The Scheme Of Arrangement is shown as Annexure-N (at Page 277 of the Petition). B. The averments made in the Company Application are briefly described hereunder:- 1. The Applicant Companies seek an order to dispense with convening of meeting of Equity Shareholders and Unsecured/Trade Creditors of the Applicant Companies, or alternatively if the Applicant Companies' prayer for dispensation Of the said meeting is rejected, direct that the meeting be held on such date and time as may be deemed fit, and if thought fit, approving, with or without modifications, the Scheme, and that a Chairman be appointed for the meeting and necessary directions be given with regard to issue of notice, convening, holding and conducting of the meeting and pass orders dispensing with publication of notice of meeting in the newspapers. The Scheme of Arrangement is shown as Annexure-N (at Page 277 of the Petition). 2. The Application has been filed jointly by Applicant Company No. 1, 2, 3, an....
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....dustrial application, Office Systems, Automation systems, artificial intelligence, cybernetics, simulations, Desktop Publishing Communications, including telecommunications and Satellite communications, CAD/CAM, Animations, Operating Systems, Utilities and all other developments in the field of Computers and Information Technology. iii) To render consultancy services and services in the field of software development turnkey projects and solutions, Software export: information and data processing, computer systems, communications, Operations Research and technical services including commercial exploitations, export, import and to act as distributors, dealers, authorised representatives, installers and commissioning agents of the same. To depute personnel to design and develop solutions software in India and abroad and to establish Technology Parks and offices in India abroad and to broadly undertake all activates encompassing the field of Information Technology as may be permitted by law. iv) To carry on the business of research and development, designing, manufacturing, and trading in computers, printers, backup devices, storage devices, monitors, presentation device, Modems, P....
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.... the Transferor Company No. 1 as on 30th June, 2018 of the Transferor Company No. 1, shown as Annexure-P4 (at Page 335 of the Petition). 10. We have seen the consent affidavits filed by two (2) Equity Shareholders of Transferor Company No.l i.e., (i)M/s GMR Infratech Private Limited, represented by its authorised signatory and Director, Mr. P. V. Subbarao, holding 58,00,398 equity shares of Rs. 10/- each, and (ii)Mr. Ravi Majeti holding one equity share of Rs. 10/- , shown as Annexure-Pl (at Page 325 of the Petition). 11. We have seen the consent affidavit filed by the sole Unsecured Creditor of Transferor Company No. I i.e., M/S Corporate Infrastructure Services Private Limited represented by authorised signatory and Director, Mr. Chakka Srinivas, with an outstanding amount Rs. 29,30,438/- as on 30th June 2018, shown as Annexure-P5 (at Page 336 of the Petition). 12. Furthermore, Application has been filed jointly by Applicant Company No. 1, 2, 3, and 4 stating that the Applicant Company No. 3/Transferor Company No.2 was incorporated on 15th March, 1993 bearing Registration No. 21-58094 with the Registrar of Companies, Kolkata, West Bengal in the name and style Of 'Pashupati....
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....Amalgamation by virtue of which the Transferor Company No.2 along with Transferor Company NO.I and 3 is proposed to be amalgamated into the Transferee Company. Copy of the Board Resolution of Transferor Company No.2 dated 30th June, 2018 approving and adopting the Scheme of Arrangement are shown as Annexure-M2 (at Page 265 of the Petition). 17. It is further stated that the Chartered Accountant after verification of the books Of accounts, other records and documents of the Transferor Company No.2 has certified that there are two Equity Shareholders as on June, 2018 of the Transferor Company No.2 shown as Annexure-Q (at Page 341 of the Petition). 18. It is further stated that the Chartered 'Accountant after verification of the books of accounts, other records and documents of the Transferor Company No.2 has certified that there are no Secured Creditor in the Transferor Company No.2 as on 30th June, 2018, shown at Annexure-Q3 (at Page 351 of the Petition). 19. It is further stated that there are no Unsecured Creditors in the Transferor Company No.2 as on 30th June, 2018 as certified by the Chartered Accountant shown as Annexure-Q4 (at Page 352 of the Petition). 20. We have se....
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....ch, 2018 of the Transferor Company No.3 is shown as Annexure-H (at Page 190 of the Petition). The latest unaudited balance sheet as on 30th June, 2018 of the Transferor Company No.3 is shown as Annexure-I (at Page 207 of the Petition). 25. It is further stated that, the Board of Directors of the Transferor Company No.3 have approved and adopted a Scheme of Amalgamation at their meeting held on 30th June, 2018 by virtue of which the Transferor Company No.3 along with Transferor Company No. I and 2 is proposed to be amalgamated into is proposed to be amalgamated into the Transferee Company. Copy of the Board Resolution of Transferor Company No.3 dated June, 2018 approving and adopting the Scheme of Arrangement are shown as Annexure-M3 (at Page 269 of the Petition). 26. It is further stated that the Chartered Accountant after verification of the books of accounts, other records and documents of the Transferor Company No.3 has certified that there are two Equity Shareholders as on June, 2018 of the Transferor Company No.2 shown as Annexure-R (at Page 353 of the Petition). 27. It is further stated that the Chartered Accountant after verification of the books of accounts, other record....
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....als and construction equipment for construction of all types infrastructure projects/works, to act as valuers, appraisers, referees and assessors to investigate into the conditions of buildings and other structures of all kinds and to supply efficient and honest Arbitrators amongst its personnel and to carry on the business of contractors and/or agents, anywhere in the world. b) To promote, plan, design, construct, alter, repair, set up, commission, operate, market, provide all types of consultancy services, for managing and maintaining airport infrastructure subject to the guidelines prescribed by the regulating authorities in India and abroad and any other law along with all modern facilities for domestic and international flights by Indian and foreign airports and facilities such as runways, terminals for passenger and cargo including logistics and redistribution centres, passenger amenities, Aero- bridges, control systems, flight kitchens, shopping areas including commercial complexes, fire stations, parking, and fuel hydrants, provide consultancy, advisory services relating to airport development, either alone or jointly with any other companies, Central/State/Local Bodies/S....
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....ny i.e., (i)M/s GMR Enterprises Private Limited, represented by its authorised signatory and Chief Financial Officer, Mr. Sreemannarayana, holding 67,81,460 equity shares of Rs. 10/- each, and (ii)Mr. M. V. Srinivas holding ten equity shares of Rs. 10/- each. 41. We have also seen the consent affidavit filed by Preference Shareholder of Transferee Company i.e., M/S GMR Enterprises Private Limited, represented by its authorised signatory and Chief Financial Officer, Mr. Sreemannarayana, holding preference shares of Rs. 10/- each. 42. The consent affidavits of all the shareholders of the Company are at Annexure- S1 (at Page 366 of the Petition). 43. We have seen the consent affidavits filed by two (2) Unsecured Creditor/Trade Creditor of Transferee Company i.e., (i)M/s GMR Enterprises Private Limited, represented by its authorised signatory and Chief Financial Officer, Mr. Sreemannarayana, for an amount of Rs. 1,12,00,24,855/-, and (ii)M/s Grandhi Enterprises Private Limited represented by its authorised signatory and Director, Mr. Sreemannarayana, for an amount of Rs. 3,77,62,707/- shown as Annexure-S6 (at Page 381 of the Petition). 44. It is further averred in the scheme that t....