Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA)No.94/230/HDB/2017, is filed by Shri Shakti Schools Private Limited (Transferor Company) along with Kaasyapa Developers Private Limited (Transferee Company No.1) and Kataksha Developers Private Limited (Transferee Company No.2), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, by inter-alia seeking an order to dispense with the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies for consideration of the Scheme of Arrangement made between and among the Applicant Companies.
(2.) Brief facts leading to the filing of present case are as follows: I) In respect of 1st Applicant/Transferor Company: (a) Shri Shakti Schools Private Limited, the Transferor Company, was incorporated as a Private Limited Company on 20.02.1989, under the Companies Act, 1956 having its Registered Office situated at 1-22, Kondapur, Near Hi-tech City, Hyderabad - 500 019. (b) The Authorised, issued, subscribed and paid up share capital as on 31.07.2016 is detailed below: (c) The main objects of Company as set out in its Memorandum, in brief, are to establish, administer, run, maintain all types of schools, colleges, coaching centres, tutorial colleges, recreational centres, vocational training centres, and other educational institutions, residential and non-residential, imparting education in all fields including arts, fine arts, commerce, science, home science, medicine, engineering, religion, philosophy, humanities, sports, games, dance, music film, computer training, adult and community education etc. II) In respect of 2" Applicant/Transferee Company No.1: (a) Kaasyap Developers Private Limited, the Transferee Company No.l, was incorporated as a Private Limited Company on 19.04.2017, under the Companies Act, 1956 having its Registered Office situated at 1-55/12, KondaOpur, Hyderabad - 500 032. (b) The Authorised, issued, subscribed and paid up share capital as on 31.07.2016 is detailed below: (c) The main objects of Company, as set out in its Memorandum, in brief, are to carry on the business as proprietors, developers, builders, managers, operators, hirers and dealers of all kinds of immovable properties including but not limited to tat of lands, buildings, factories, offices, sheds, warehouses, workshops, stores, dwellings, housing colonies, shops, farm houses, cinema halls, hotels, shopping malls, guest houses, convention centres, cold stores and to carry on all the incidental and allied activities and business as are usually carried on by proprietors, developers, builders, managers, operators, hirers and dealers etc. III) In respect of 3rd Applicant/Transferee Company No.2: (a) Kataksha Developers Private Limited, the Transferee Company No.2, was incorporated as a Private Limited Company on 19.04.2017, under the Companies Act, 1956 having its Registered Office situated at 1-55/12, Kondapur, Hyderabad - 500 032. (b) The Authorised, issued, subscribed and paid up share capital as on 31.07.2016 is detailed below: (c) The main objects of Company as set out in its Memorandum, in brief, are to carry on the business as proprietors, developers, builders, managers, operators, hirers and dealers of all kinds of immovable properties including but not limited to that of lands, buildings, factories, offices, sheds, warehouses, workshops, stores, dwellings, housing colonies, shops, farm houses, cinema halls, hotels, shopping malls, guest houses, convention centres, cold stores and to carry on all the incidental and allied activities and business as are usually carried on by proprietors, developers, builders, managers, operators, hirers and dealers etc.
(3.) The Applicant Companies propose the Scheme of Arrangement for the following reasons: (i) The Applicant/Transferor Company is primarily engaged in the business of operating the Services Undertaking. The Applicant/Transferor Company also operates the Demerged Undertaking 1 and the Demerged Undertaking 2. The Scheme is intended to provide greater business focus, in the Applicant/Transferor Company delineating the business of the Demerged Undertaking 1 to the Applicant/Transferee Company 1 and the Demerged Undertaking 2 to the Applicant/Transferee Company 2. (ii) The demerger of the Demerged Undertaking 1 and the Demerged Undertaking 2 would enable the Applicant/Transferor Company to streamline its operations and to focus on the Services Undertaking. (iii) The proposed arrangement under the Scheme will enable the Applicant Companies to pursue different strategies and raise resources for meeting their respective growth requirements.;