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TMI Blog2017 (10) TMI 1373X X X X Extracts X X X X X X X X Extracts X X X X ..... ₹ 10/- each. From the certificate of incorporation filed, it is evident that the Applicant No. III/Resulting Company-II is incorporated under the provisions of Companies Act 2013 on 1st December, 2016 under the name and style of Innovatech Media Network Private limited. The Authorised Share Capital of the Applicant No. III/Resulting Company-II is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. The Issued, Subscribed and Paid-up Share Capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹ 10/- each. The applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses. The applicant II and III have filed their last available audited financial statements for the year ended 31.03.2017 whereas Applicant No. 1 has filed for the period ended 31st March, 2016 along with the provisional statements for the period ended 31st March, 2017. The appointed date as specified in the Scheme is 01.04.2017 subject to the directions of this Tribunal.The Board of Directors of the Applicant companies vide separate meetings held on 15th May, 2017 have unanimously approved the propo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant company II and III in terms of the provisions of section 232(1) and 230(1) of the Companies Act, 2013 . Pass necessary directions for convening meeting of the secured creditors of the Applicant company-I on Friday, October 27, 2017 at 11:00 AM at 9th Floor Mohan Dev Building, 13 Tolstoy Marg, New Delhi-110001. Pass necessary directions for convening the meeting as aforesaid, this Hon'ble Tribunal may be pleased to pass appropriate directions for publication of the notices and the convening, holding and conducting of the above said meeting(s), specifically covering the following: (i) Manner of publishing advertisements of notices convening the meetings in Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition) and in view of the advertisements proposed to be made in the aforesaid newspaper. (ii) Manner of dispatch of notices convening the meeting; (iii) Fixation of time and place, in respect of the meeting; (iv) Appointment of the Chairman and Alternate Chairman for the meeting. (v) Fixation of Quorum in respect of the meeting; (vi) Manner of the poll at the meeting Pass necessary directions for issue of n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Applicants that Applicant No. II/Resulting Company-I has no secured and Unsecured Creditors. In relation to the Equity Shareholders of the Applicant No. II/Resulting Company-I, it seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent affidavits being obtained and which are placed on record. 5. In relation to Innovatech Media Network Private Limited being Applicant No. III/Resulting Company-II in the Scheme marked as Annexure- A , Learned Counsel represents that the company is having 3 Equity Shareholders and all 3 of them have given their consents. It is further represented by the counsel for Applicants that Applicant No. III/Resulting Company-II has no secured and Unsecured Creditors. In relation to the Equity Shareholders of the Applicant No. III/Resulting Company-II, it seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent affidavits being obtained and which are placed on record. 6. Learned Counsel for the Applicants also represents that the provisions of Section 233 of 2013 Act will not apply as the Scheme is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s for the period ended 31st March, 2017. 16. The appointed date as specified in the Scheme is 01.04.2017 subject to the directions of this Tribunal. 17. The Board of Directors of the Applicant companies vide separate meetings held on 15th May, 2017 have unanimously approved the proposed Scheme of Arrangement as contemplated above and copies of resolutions passed thereat have been placed on record by the companies. 18. All the companies have submitted that no investigation proceedings are pending against them under Sections 210 or any other applicable provisions of the Companies Act, 2013. 19. Taking into consideration the application filed jointly by the Applicant companies and the documents filed therewith, we propose to issue the following directions with respect to calling, convening and holding of the meetings of the shareholders, secured and Unsecured Creditors or dispensing with the same as well as issue of notices including by way of paper publication as follows:- A. In relation to the Applicant No. 1/Demerged Company: (i) With respect to Equity shareholders: Since it is represented by the Transferor Company that there are 10 Equity shareholders in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meetings. The Chairperson and Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. E. The fee of the Chairperson for the aforesaid meetings shall be ₹ 75000/-, and the fee of the Alternate Chairperson and Scrutinizer shall be ₹ 50000/- in addition to meeting their incidental expenses. The Chairpersons will file their reports within a week from the date of holding of the above said meetings. F. That individual notices of the said meetings shall be sent by the Applicant Company/Demerged Company through registered post or speed post or through courier or through e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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