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TMI Blog2020 (11) TMI 804X X X X Extracts X X X X X X X X Extracts X X X X ..... hary, Advocates ORDER Per-Dr. Deepti Mukesh, Member (J) 1. This is an application filed by the applicant company herein, Online Micro Services Private Limited( for brevity Demerged Company ), Eventure Softsol Private Limited( for brevity Resulting Company ), jointly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Demerger (hereinafter referred to as the SCHEME ) proposed between the applicants. 2. An affidavit in support of the above application sworn by Mr. Irfan Baig being the authorized representatives of the both applicant companies, wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a delineating their object clauses, as well as their last Audited Annual Accounts for the year ended 31.03.2019. 6. The Board of Directors of both the Applicant companies vide meeting held on 29th June, 2020 have unanimously approved the proposed Scheme of demerger as contemplated above. Copies of resolutions passed in the said board meetings have been placed on record. 7. It is stated that the Applicant Company No 1 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has one Secured Creditor andthirty-one Unsecured Creditor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 Company No 1: (i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. (ii) With respect to Secured Creditors: In view of consent affidavits, from the sole secured creditor having 100% voting share of the company, convening the meeting of secured creditor is dispensed with. iii) With res ..... X X X X Extracts X X X X X X X X Extracts X X X X
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