Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 28/230/HDB/2017 is filed by M/s. Ecap Equities Limited, under 2222 and other applicable provisions of the Companies Act, 2013 by inter-alia seeking the following reliefs:- i. To dispense with convening of a meeting of the Equity Shareholders of the Applicant Company, ii. To dispense with convening of a meeting of the Preference Shareholders of the Applicant Company, iii. To dispense with convening the meeting of the Secured Creditors of the Applicant Company. iv. To dispense with convening the meeting of the Un-Secured Creditors of the Applicant Company, etc.
(2.) Brief facts, which are relevant to issue in question, are as follows: a) The scheme of amalgamation is between the following Companies: i) M/s. Olive Business Centre Limited (1st Transferor Company-having its Registered Office in Mumbai). ii) M/s. Burlington Business Solutions Limited (2nd Transferor Company - having its Registered Office in Mumbai) iii) M/s. Auris Corporate Centre Limited (3rd Transferor Company - having its Registered Office in Mumbai). iv) M/s. Serenity Business Park Limited (4th Transferor Company - having its Registered Office in Mumbai). v) M/s. Eternity Business Centre Limited (5th Transferor Company - having its Registered Office in Mumbai) with vi) M/s. Ecap Equities Limited (Transferee Company - having its Registered Office in Hyderabad). b) Details of Applicant/Transferee Company: i) M/s. Ecap Equities Limited (hereafter referred to as "Applicant/Transferee Company") was incorporated as a Public Limited Company on 11.01.2008 under the Companies Act, 1956 in the State of Telangana. The Registered office of the 1st Applicant/Transferee Company is situated at 2nd Floor, M.B. Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad-500 034. ii) The main objects of the Applicant/Transferee Company are set out in the Memorandum of Association, in brief, are to carry on the business of an Investment Company and to acquire by purchase or securities shares, stocks, debentures, debenture-stock, bonds, obligations or securities of any Company or corporation and to deal in the same as brokers, sub-brokers or underwriters or sub-underwriters, etc. iii) The authorised, issued, subscribed and paid-up share capital of the Applicant/Transferee Company as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the Applicant/Transferor Company. c) Details of the 1st Transferor Company: M/s. Olive Business Centre Limited (hereafter referred to as "1st Transferor Company") was incorporated as a Public Limited Company on 31.10.2014 under the Companies Act, 2013 in the State of Maharashtra. The Registered office is situated at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400098. The main objects are set out in the Memorandum of Association are to carry on the business to establish, operate, manage, control or otherwise deal in any manner with fully or partly furnished, staffed and equipped or otherwise, serviced offices or commercial accommodation, including one or more individual offices and offering ancillary business services including but not limited to audio/videos conferencing facilities, etc. The authorised, issued, subscribed and paid-up share capital as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the 1st Transferor Company. d) Details of the 2nd Transferor Company: M/s. Burlington Business Solutions Limited (hereafter referred to as "2nd Transferor Company") was incorporated as a Public Limited Company on 31.10.2014 under the Companies Act, 2013 in the State of Maharashtra. The Registered office is situated at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400098. The main objects are set out in the Memorandum of Association are to carry on the business to establish, operate, manage, control or otherwise deal in any manner with fully or partly furnished, staffed and equipped or otherwise, serviced offices or commercial accommodation, including one or more individual offices and offering ancillary business services including but not limited to audio/videos conferencing facilities, etc. The authorised, issued, subscribed and paid-up share capital as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the 2nd Transferor Company. e) Details of the 3rd Transferor Company: M/s. Auris Corporate Centre Limited (hereafter referred to as "3rd Transferor Company") was incorporated as a Public Limited Company on 31.10.2014 under the Companies Act, 2013 in the State of Maharashtra. The Registered office is situated at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400098. The main objects are set out in the Memorandum of Association are to carry on the business to establish, operate, manage, control or otherwise deal in any manner with fully or partly furnished, staffed and equipped or otherwise, serviced offices or commercial accommodation, including one or more individual offices and offering ancillary business services including but not limited to audio/videos conferencing facilities, etc. The authorised, issued, subscribed and paid-up share capital as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the 3rd Transferor Company. f) Details of the 4th Transferor Company: M/s. Serenity Business Park Limited (hereafter referred to as "4th Transferor Company") was incorporated as a Public Limited Company on 03.11.2014 under the Companies Act, 2013 in the State of Maharashtra. The Registered office is situated at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai 400098. The main objects are set out in the Memorandum of Association are to carry on the business to establish, operate, manage, control or otherwise deal in any manner with fully or partly furnished, staffed and equipped or otherwise, serviced offices or commercial accommodation, including one or more individual offices and offering ancillary business services including but not limited to audio/videos conferencing facilities, etc. The authorised, issued, subscribed and paid-up share capital as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the 4th Transferor Company. g) Details of the 5th Transferor Company: M/s. Eternity Business Centre Limited (hereafter referred to as "5th Transferor Company") was incorporated as a Public Limited Company on 31.10.2014 under the Companies Act, 2013 in the State of Maharashtra. The Registered office is situated at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400098. The main objects are set out in the Memorandum of Association are to carry on the business to establish, operate, manage, control or otherwise deal in any manner with fully or partly furnished, staffed and equipped or otherwise, serviced offices or commercial accommodation, including one or more individual offices and offering ancillary business services including but not limited to audio/videos conferencing facilities, etc. The authorised, issued, subscribed and paid-up share capital as on 28.02.2017 was as under: Subsequent to the above date no change in the issued, subscribed and paid up capital of the 5th Transferor Company.
(3.) It is further submitted that the Transferee Company and the Transferor Companies are engaged in the similar business and the Scheme of Amalgamation will lead to synergies of operations would inter-alia be expected to have the following benefits:- a) Simplification of the group structure; b) Optimal utilization of resources, better administration and reduction of cost; and c) Achieving operational & management efficiency.;