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TMI Blog2020 (10) TMI 228X X X X Extracts X X X X X X X X Extracts X X X X ..... Virendra Kumar Gupta, Member (T) For the Appellant/Respondent: Swati Soparkar, Learned Counsel ORDER M.B. GOSAVI, MEMBER (J) 1. This joint Application is filed by two Applicant Companies under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013. The proposed Scheme of Arrangement involves De-merger and transfer of the De-merged Undertaking viz. Performance Business and ancillary and support services of Shiva Pharmachem Limited, the Applicant De-merged Company to Shiva Performance Materials Private Limited, the Applicant Resulting Company. 2. The registered office of both the Applicant Companies situated at Vadodara in the State of Gujarat, and hence both the Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... market segments and are also at different stages of their growth. Further, the businesses also have very different risk profiles and variables affecting them. Considering the same, it is considered appropriate that different management team and different legal entities are assigned the responsibility of managing these businesses separately then it would be possible to have focused attention to respective businesses and this has been the primary objective of the demerger of Performance Business from SPL. Copies of Board Resolutions of all the companies are placed on record as Annexure- 'F'. 5. A Copy of the Valuation Report for the proposed Exchange Ratio of Shares to be issued by the Resulting Company, obtained from M/s. Sneh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s be issued to the Applicant Companies for the service of notices to the concerned statutory authorities. 8. We heard the submissions of Learned Counsel Mrs. Swati Soparkar, for the Applicant Companies. 8.1 It has been submitted that the Applicant De-merged Company is a closely held public limited company and the Applicant Resulting Company is a private limited company. The number of shareholders of both the companies are less than 10 and all the Equity Shareholders of both the Applicant Companies have given their written consent on affidavits approving the proposed Scheme. The same are placed on record respectively as Annexure- '1-1' '1-2'. Certificates from the Chartered Accountant confirming the list of shareholde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, this Tribunal passes the following order; i. Meetings of the Equity Shareholders of both the Applicant Companies viz. SPL and SPMPL, are hereby dispensed with, in light of the consent letters on affidavit from all of them, placed on record. ii. Meeting of the Secured Creditors of SPMPL, the Applicant Resulting Company is not necessary as there are no Secured Creditors. iii. The meeting of the Unsecured creditors of SPMPL, the Applicant Resulting Company is hereby dispensed with, in light of the consent letters on affidavit from all of them, placed on record. iv. Separate meetings of the Secured Creditors and Unsecured Creditors of SPL, the Applicant De-merged Company shall be convened and held at Red Earth Gallery, ABS Towers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 'Indian Express' Vadodara Edition and Gujarati translation thereof in Gujarati daily 'Sandesh', Vadodara Edition. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act and the prescribed proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to subsection (3) of Section 230 and Rule 7 of the Companies (CAA) 4 Rules, 2016. viii. Mr. Suresh Sisodia, an Independent Practising Chartered Accountant or failing hi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resentative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the aforesaid meetings, is filed with the Applicant Company at the registered office not later than 48 hours before the said meetings. The number and value of the vote of each Secured Creditor and Unsecured Creditor of the Applicant Transferee Company, shall be in accordance with the entries in the books of accounts of the said Applicant Company; and where the entries in the records are disputed, the Chairman of the meeting shall determine the value for the purposes of the meeting. xiii. The Chairman shall file an affidavit not less than 7(seven) days before the date fixed for the holding of the m ..... X X X X Extracts X X X X X X X X Extracts X X X X
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