9911796707
TMI Blog2021 (6) TMI 490X X X X Extracts X X X X X X X X Extracts X X X X ..... er (J) 1. This is a joint Application filed on behalf of Applicant Companies i.e. M/s. IncNut Digital Private Limited (Demerged Company), M/s. IncNut Stylecraze Private Limited (Resulting Company 1) and M/s. Momjunction Private Limited (Resulting Company 2) under Section 232 Read with Section 230 and Section 66 of the Companies Act, 2013, by inter-alia seeking To dispense with the requirement of holding the meeting of the equity shareholders and preference shareholders and to convene the meeting of unsecured creditors of the first Applicant Company. To dispense with the requirement of holding the meeting of the equity shareholders and unsecured creditors of the Second and Third Applicant Companies. 2. The averments made in the application are briefly described as under: a. M/s. IncNut Digital Private Limited/First Applicant Company was incorporated as a private limited company under the name and style of 'IncNut Digital Private Limited' in the State of Telangana on 4th July, 2011 vide Corporate Identity Number U24232TG2011PTC075351. The Registered Office of the First Applicant Company is same as mentioned in the cause title. b. The First Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... others. A copy of the provisional statement of accounts as on 31st October 2020 is annexed hereto as Annexure F. A copy of the Memorandum and Articles of Association of the Third Applicant Company is annexed as Annexure E to the Application. i. The authorized, issued, subscribed and paid-up share capital of the Third Applicant Company as on 31st July 2020 is as under: Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid up capital of the Third Applicant Company. A copy of the provisional statement of accounts as on 31st October 2020 is annexed as Annexure F. 3. BOARD RESOLUTION The Board of Directors of the Applicant Companies vide its resolutions dated October 23, 2020 approved the Scheme of Arrangement among IncNut Digital Private Limited and IncNut Stylecraze Private Limited and Momjunction Private Limited and their respective shareholders. A copy of Board Resolution of the Applicant Companies approving the Scheme of Arrangement is annexed and marked as Annexure G1 to G3 to the Application and the scheme of Arrangement is annexed and marked as Annexure G4. 4. RATIONALE FOR THE PROP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g their no objection to the proposed Scheme of Arrangement. A copy of the list of shareholders of the First Applicant Company certified by the statutory auditor is annexed hereto as Annexure J.1, and copies of no objection affidavits received from such shareholders are annexed hereto as Annexure J.1.1 to J.1.6. It is submitted that there are two equity shareholders in the Second Applicant Company who have given their consent affidavits stating their no objection to the proposed Scheme of Arrangement. A copy of the list of shareholders of the Second Applicant Company certified by the statutory auditor is annexed hereto as Annexure J.2, and copies of no objection affidavits received from such shareholders are annexed hereto as Annexure J.2.1 to J.2.2. It is submitted that there are two equity shareholders in the Third Applicant Company who have given their consent affidavits stating their no objection to the proposed Scheme of Arrangement. A copy of the list of shareholders of the Third Applicant Company certified by the statutory auditor is annexed hereto as Annexure J.3, and copies of no objection affidavits received from such shareholders are annexed hereto as Annexu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 (One) equity share of Momjunction of face value INR 10 each fully paid up shall be issued for every 1 (One) equity share of INR 10 each fully paid up held in Digital ; and 1 (One) CCPS of Momjunction with same economic rights including conversion terms as that of the existing CCPS issued by Digital of face value INR 100 each fully paid up shall be issued for every 1 (One) CCPS of INR 100 each fully paid up held in Digital . An independent valuation report obtained from registered valuer Mr. Niranjan Kumar recommending the consideration for the demerger is annexed as Annexure H to the Application. 8. Accounting Treatment It is averred that the proposed Accounting Treatment in the books of the Company as specified in Clause 14 in Part II of the Scheme, will be in compliance with the Accounting Standards issued under Section 133 of the Act. A certificate dated 30th November, 2020 issued by ARKS Associates, Chartered Accountant of the Applicant Companies confirming the accounting treatment proposed in the Scheme with the applicable accounting standards as prescribed under Section 133 of the Companies Act, 2013 is annexed as Annexure 1.1 to 1.3. 9. In the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicant Company. (b) Hereby ordered convening meetings of unsecured creditors of the first Applicant Company. (c) Appointed Satyasiri Atluri, Advocate, having Mobile Number: 9121008120 as Chairman and Ms. Anantha Lakshmi advocate, having mobile number: 8008012987 as Scrutinizer for convening the meetings of Equity Shareholders. Fee fixed for Chairperson is ₹ 1,20,000 and ₹ 80,000 for scrutinizer for the above meetings. (d) Meeting of unsecured creditors will be held on 5th June, 2021 at 10 AM on Saturday at the registered office G.3, Ground Floor, Modern Profound Tech Park, Kondapur, Serilingampally, Hyderabad. Quorum may be fixed 2 unsecured Creditors either in person or proxy. No of unsecured creditors is 24. (e) The Quorum fixed for the meeting are as under:- First Applicant Company: For Unsecured Creditors meeting: 2 (f) The unsecured creditors, be permitted to exercise their vote at the meeting either in person or through proxies. (g) The notice of the Meetings of unsecured creditors of first Applicant Company shall be published in Business Standard (English Daily) and in Nava Telangana (Telugu Daily). (h) The First ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (l) 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). (m) The voting shall be in person or by proxy or authorized representative be permitted, provided that the proxy in the Form No. MGT-11 authorization duly signed by the person entitled to attend and vote at the meeting, is to be filed with the first Applicant 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. (n) The Chairmen to file affidavit within 7 days from 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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