BRIEF OF THE CASE:

1. This is a joint Application filed by Petitioner Companies under Section 230 to 232 of the Companies Act, 2013, praying for dispensation of the meetings of the Equity Shareholders, Compulsorily Convertible Debenture Holder of first Applicant Company and to convene meeting of secured and unsecured creditors of the first Applicant Company. Further to dispense with the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Second Applicant Company.

AVERMENTS

2. The averments germane to the facts of the Application are:-

First Applicant Company:

a. M/s. Envision Enterprise Solutions Private Limited(hereinafter referred to as "Transferor Company" or "Demerged Company") was incorporated as a Private Limited Company on 20th day of March, 2006 in the then combined State of Andhra Pradesh now in the State of Telangana by virtue of A.P. Re-organization Act, 2014 under Corporate Identity No. CIN U72200TG2006PTC049533. The registered office of the Company is same as mentioned in the cause title.

b. The main objects of the 1st Applicant/Demerged Company are to carry on business of software development, Information technology. multimedia technology. Website development and hosting, E-commerce including E-commerce tools, middleware and hardware the allied technology development in enterprise technology. computers, computer peripherals and date processors, memory banks and interfaces. A copy of the Memorandum and Articles of Association of the 1st Applicant/Demerged Company is annexed to the Application as Annexure-1.

c. The Authorized, Issued, Subscribed and Paid-up capital of the Demerged Company as on 31st March, 2021 is as follows:-

Subsequent to 31st March, 2021, the authorized, Issued, Subscribed and Paid-up Capital of the Demerged Company as on the date of filing the Scheme is as follows:

A Copy of the Audited Balance Sheet as at 31st March, 2021 of the 1st Applicant/Demerged Company and Unaudited provisional statement as at 31st October 2021 are annexed as Annexure-2 to the Application.

Second Applicant Company:

d. M/s. Rubus Digital Private Limited(hereinafter referred to as "2nd Applicant/Resulting Company") was incorporated as a Private Limited Company in the State of Telangana on 29th day of September, 2018 under Corporate Identity No. CIN U74999TG2018PTC127279. The registered office of the second Applicant Company is same as mentioned in the cause title.

e. The Main objects of 2nd Applicant/Resulting Company are to Design, develop and integrate hardware, software, predictive analytics applications for Internet of things, Industry 4.0 and Smart manufacturing for performance, quality improvements, consulting, system integration, application implementation, post implementation services for customer directly or through partners in India or elsewhere. A copy of the Memorandum and Articles of Association of the Second Applicant Company is annexed as Annexure 3 to the Application.

f. The Authorized, Issued, Subscribed and Paid-up share capital of Resulting Company as 31st March, 2021 is as follows:

Subsequent to 31st March, 2021, there is no change in the Authorized, Issued, Subscribed and Paid-up Capital of the Resulting Company till the date of filing the Scheme. A copy of the Audited Balance Sheet as at 31st March, 2021 and Unaudited Provisional Accounts as on 31st October, 2021 of the 2nd Applicant/Resulting Company are annexed as Annexure-4 to the Application.

3. RATIONALE FOR THE PROPOSED SCHEME OF ARRANGEMENT

The proposed demerger of the Demerged Undertaking of the Demerged Company into Resulting Company would result in the following benefits:

(i) Stronger business focus on Rubus Business Undertaking as the risk, return and growth strategies related to Rubus Business Undertaking.

(ii) Concentrated management teams of Resulting Company which can chart out the independent strategies for Demerged Undertaking of Demerged Company and improved organizational ability.

(iii) Enable unlocking of value of the business

(iv) Open avenues for resizing and inorganic growth opportunities for businesses and facilitate investment and strategic partnership for individual businesses.

(v) Enhance shareholders value

(vi) Creating opportunity for shareholders to participate in business of choice and reposition of businesses in their respective market segments thereby creating opportunities for value creation for shareholder

(vii) Increased business focus by Demerged Company and Resulting Company in order to meet their respective customer needs and priorities eliminating thereby any perceived conflict of interest among customers, develop their own network of alliances and talent models that are critical to their own success

4. BOARD RESOLUTION

The Board of Directors of the Applicant Companies vide their respective board resolution dated 20th December, 2021, approved the Scheme of Arrangement among M/s. Envision Enterprise Solutions Private Limited (Demerged Company) and M/s. Rubus Digital Private Limited (Resulting Company) and their respective shareholders and creditors. A copy of Board Resolution of the Applicant Companies dated 20th December, 2021 approving the Scheme of Arrangement is annexed and marked as Annexures -5 and 6 to the Application.

5. SHAREHOLDERS OF THE APPLICANT COMPANIES

It is averred that there are four equity shareholders in the 1st Applicant Company and all of them have given their no objection to the proposed Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by Chartered Accountant along with their consents affidavits of first Applicant Company is annexed hereto as Annexure-8.

It is averred that there are 4 (Four) Compulsorily Convertible Debenture Holders (CCD) in the 1st Applicant Company and they have given their no objection to the proposed Scheme by means of consent affidavits. A copy list of Debenture Holders along with no objection affidavits received from them duly certified by Chartered Accountant is annexed as Annexure -9 to the Application.

It is averred that there are two equity shareholders in the 2nd Applicant Company and both the equity shareholders have given their no objection to the proposed Scheme by means of consent affidavits. A copy of the List of Shareholders duly certified by chartered accountant along with their consents affidavits is annexed to the Application as Annexure-10.

6. SECURED AND UNSECURED CREDITORS

It is averred that there are 3(Three) Secured Creditors in 1st Applicant Company. A copy of list of Secured Creditors of the 1st Applicant/Demerged Company duly certified by Chartered Accountant is annexed hereto as Annexure-11. It is further averred that there are no Secured Creditors in the 2nd Applicant Company which has been certified by Chartered Accountant is annexed as Annexure-12 to the Application.

It is averred that there are 18 (Eighteen) Unsecured Creditors in the 1st Applicant Company. A copy of the List of Unsecured Creditors of the 1st Applicant Company duly certified by the Chartered Accountant is annexed as Annexure-13 to the Application. It is further averred that, there are no Unsecured Creditors in the 2nd Applicant Company which has been certified by Chartered Accountant is annexed as Annexure-14 to the Application.

7. ACCOUNTING TREATMENT CERTIFICATE

A copy of the Certificate issued by M/s. Manohar Chowdary & Associated and M/s. R U P & Associates, the Statutory Auditors of the Applicant Companies have examined the proposed Accounting Treatment and stated that the proposed Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. The certificate is annexed to the Application as Annexure-16.

8. CONSIDERATION

Upon the Scheme coming into effect and in consideration of the de-merger of Demerged undertaking of Demerged Company with the Resulting Company, the Resulting Company without any further act or deed shall issue and allot to the members of the Demerged company as shown below:

3 (Three) equity shares of Resulting Company of Rs. 10/- (Ten) each fully paid up for every 10 (Ten) equity shares of Demerged Company of Rs. 1/- (one) each fully paid up to the Equity members of the Demerged Company.

The equity Shares to be issued and allotted pursuant to Clause 8(a) of the Scheme shall, in all respects, rank pari passu with the existing shares of the Resulting Company, for dividend, voting power and all other benefits and in all respects with effect from the date of their allotment.

No fractional certificates shall be issued by the Resulting Company in respect of fractional entitlements, if any, to which the members of the Demerged Company may be entitled on issue and allotment of the shares and of the Resulting Company as aforesaid any fractions arising there from shall be rounded off to nearest one.

The Resulting Company shall increase it's Authorized Share Capital sufficiently to meet the requirement of issue of shares to the Equity shareholders/members of the Demerged Company.

Copy of the Valuation Report given by the IBBI Registered valuer is filed as Annexure-15.

9. DECLARATION BY THE PETITIONER COMPANIES

No investigation or proceedings have been instituted or are pending in relation to the Applicant Companies. It is further submitted that the Applicant Companies are Private Limited and unlisted companies.

10. In the light of above facts, the Applicant Companies urged this Tribunal to order the following:

In case of the 1st Applicant/Demerged Company

(i) To dispense with the meeting of the Equity Shareholders of the 1st Applicant/Demerged Company.

(ii) To dispense with the meeting of the Compulsorily Convertible Debenture Holders of the 1st Applicant/Demerged Company.

(iii) To order the meetings of Secured and Unsecured Creditors of the 1st Applicant/Demerged 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.

(iv) To appoint Chairpersons for convening and conducting the meetings of Secured and Unsecured Creditors.

(v) That the quorum be fixed as 2 (two) Secured Creditors present in the Secured Creditors meeting either in person or by proxy and 2 (Two) Unsecured Creditors present in the Unsecured Creditors meeting either in person or by proxy.

(vi) The Secured creditors and Unsecured Creditors be permitted to exercise their votes at the respective meetings either through e-voting as per applicable law in case of meetings directed to be held by VC or OAVM; or in person or through proxies in any other case.

(vii) As to the manner of giving the notices of the said meetings, it is sufficient to serve the notices on the Secured creditors and Unsecured Creditors of the First Applicant/Demerged Company by e-mail as per applicable law in case of meetings directed to be held by VC or OAVM or in any other case, through Courier/Ordinary Post.

(viii) That the advertisement be directed to be published once in English Edition of "The Financial Express", Hyderabad Edition and once in Telugu Edition of "Nava Telangana", Hyderabad Edition.

(ix) As for the time for the Chairpersons of the said meetings to file their reports to the Hon'ble Tribunal of the result of the meetings, the time be fixed as 10 (ten) days from the date of the said meetings.

In case of the 2nd Applicant/Resulting Company

(i) To dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the 2nd Applicant/Resulting Company.

and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case in the interest of justice and equity.

OBSERVATION:

11. We have heard the counsel for Petitioner Companies and perused the documents filed. This is the first stage joint Application seeking dispensation for convening meetings of equity Shareholders, Compulsorily Convertible Debenture Holders(CCD), of the First Applicant Company and to convene meeting for Secured and Unsecured Creditors of the First Applicant Company. Further to dispense with the meetings of Equity shareholders, Secured and Unsecured Creditors of the Second Applicant Company. The Applicant Companies have stated to be following all provisions of Companies Act, 2013, and rules made thereunder. In any case, dispensing with meeting in question would not deprive any aggrieved party to approach this Tribunal at any point of time, when the approval of scheme in question finally come for consideration. Therefore, the Joint Company application deserves to be allowed.

ORDER

12. In the result, we pass the following order:-

a) Dispensed with the requirement of conducting meeting of the equity shareholders of all the Applicant Companies.

b) Dispensed with the requirement of conducting meeting of Compulsorily Convertible Debenture holders of the First Applicant Company.

c) Dispensed with the requirement of conducting meeting of Secured and Unsecured creditors of the Second Applicant Company.

d) We hereby ordered convening meetings of secured and unsecured creditors of the first Applicant Company.

e) Appointed Shri. Koka Srinivasa Kumar, having Mobile Number: 9849026419 as Chairman and Ms. Satyasiri Atluri, Advocate, having mobile number : 9121008120 as Scrutinizer for convening the meetings of Secured creditors of the 1st Applicant Company. Fee fixed for Chairperson is Rs. 1,00,000/- and Rs. 60,000/- for scrutinizer for the meetings. Meetings of secured creditors of the 1st Applicant Company will be held on 08thday of August, 2022 at 11.00 AM at registered office of the Company.

f) Appointed Shri A V V S S CH B Sekhar Babu, Company Secretary, having Mobile Number: 9866701555 as Chairman and Ms. T. Sai Vahini, Advocate, having mobile number : 9666216914 as Scrutinizer for convening the meetings of Unsecured Creditors of the 1st Applicant Company. Fee fixed for Chairperson is Rs. 1,00,000/- and Rs. 60,000/- for scrutinizer for the meetings. Meetings of unsecured creditors of the 1st Applicant Company will be held on 08thday of August, 2022 at 12.00 PM at registered office of the Company.

g) The Quorum fixed for the meetings are as under:-

For Secured Creditors meeting: 2(either in person or proxy)

For unsecured creditors meeting: 2 (either in person or proxy)

h) The secured and unsecured creditors be permitted to exercise their vote through e-voting as per applicable law in case of meetings directed to be held by VC or OAVM; in person or through proxies.

i) The notice of the Meetings of Secured and unsecured creditors of 1st Applicant Company shall be published in "Financial Express", English Daily, Hyderabad Edition and one in Telugu Edition of "Nava Telangana", Hyderabad Edition.

j) The 1st Applicant Company or their respective authorized Signatory are directed to issue notices (s) to the secured and unsecured creditors of the 1st Applicant Company by Registered Post/Courier/Ordinary Post/Registered email to their last known address 30 days before the said meetings as per Form No. CAA2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ensuring convening the said meeting of the Petitioner Companies. Further directed to intimate day, date and time, a copy of Explanatory Statement, pursuant to be sent under Section 230 of the Companies Act, 2013.

k) The 1st Applicant Company to serve notices upon the Regional Director, South-East Region, Ministry of Corporate Affairs, Hyderabad pursuant to Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 if no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice, it will be presumed that Regional Director and/or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016.

l) The 1st Applicant Company to serve the notice upon the Registrar of Companies Hyderabad pursuant to Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangement and Amalgamations) Rules, 2016 and if no response is received by the Tribunal from Registrar of Companies, Hyderabad within 30 days of the date of receipt of the notice, it will be presumed that Registrar of Companies, Hyderabad has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromise Arrangements and Amalgamations) Rules, 2016.

m) The 1st Applicant Company to serve notice upon the Income Tax Authority, within whose jurisdiction that Petitioner Companies Assessments are made, 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 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.

n) 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 by any person (s).

o) The voting shall be in authorization duly signed by the person entitled to attend and vote at the meeting, is to be filed with the Petitioner Company at its Registered office, not later than, forty eight hours before the aforesaid meeting in accordance with Rule 10 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016.

p) The Chairmen to file affidavit within 7 days before the date of the said meetings to this Tribunal that the direction regarding convening and issuance of notice (s) to all the necessary parties have been duly complied with in conformity with the relevant provisions of the Companies Act, 2013 R/w Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. The Chairman shall report the conclusion of the aforesaid meetings within 10 days from the date of such meetings as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

q) In any eventuality when the Applicant Companies approach this Tribunal for seeking approval of the Scheme, it would be open for any person who is interested in the Scheme to put forth their contentions before the Tribunal.

13. Accordingly the Joint Company application CA (CAA) No. 15/230/HDB/2022 is allowed and disposed of.