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TMI Blog2021 (7) TMI 498X X X X Extracts X X X X X X X X Extracts X X X X ..... ani and Pawan Jhabakh, Advocates ORDER Sucharitha R., Member (J) 1. Under consideration is a Company Application No. CA(CAA)/2(CHE)/2021 filed under Section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The instant application has been filed in respect of the Scheme of Arrangement (Demerger) by virtue of which Product Business Undertaking or Product Business will be demerged into M/s. Servion T Global Solutions Limited (hereinafter referred to as the 'Demerged Company') and M/s. ACQ Technologies Private Limited (hereinafter referred to as the 'Resulting Company'). 2. The Applicant Companies in this Company Application have sought for the foll ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n T Global Solutions Limited, is a Public Limited Company, which was incorporated on 14.05.1991, under the provisions of the Companies Act, 1956. The Demerged Company is engaged in the business of providing end-to end customer interaction management solutions and internet protocol based solutions etc. ii) The Demerged Company has 13 (Thirteen) Equity Shareholders. The list of Equity Shareholders is placed at page 312 of Vol-II of the typed set, duly certified by Mr. K. Sainathan, Company Secretary of the Demerged Company. The consent affidavits given by all the 13 (Thirteen) equity shareholders are placed at page 313 to 351 of Vol-II of the typed set filed along with the Application, wherein it has been deposed that they do support the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... T/ITES developing software applications, product and customer Relationship Management etc., ii) The Resulting Company has 2 (Two) Equity Shareholders. The list of Equity Shareholders is placed at page 406 of Vol-II of the typed set, duly certified by Mr. Subbaraman, Director of the Resulting Company filed along with the Application. The consent affidavits given by all the 2 (Two) equity shareholders are placed at pages 407 to 414 of Vol-II of the typed set filed along with the Application, wherein it has been deposed that they do support the Scheme of Arrangement and consent to dispense with convening, holding and conducting the meeting of Equity shareholders. iii) There are no Secured Creditors in relation to the Resulting Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of provisions of Sec. 232 of Companies Act, 2013 and the rules made thereunder and certified that the Scheme of Arrangement is in compliance with Accounting Standards read Section 133 of the Companies Act, 2013. 7. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this Tribunal propose to issue the following directions and issue of notices by way of paper publication as follows. A) IN RELATION TO THE DEMERGED COMPANY: i) With respect to Equity Shareholders: Since it is represented by the Demerged Company that there are only 13 equity shareholders in the Company whose consents by way of affidavits have been obtained and are placed on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y shareholders for the approval of the scheme is hereby dispensed with. ii) With respect to Secured Creditors: It is represented by the Resulting Company that there are NIL Secured Creditor, hence the necessity of convening a meeting of the secured creditors does not arise. iii) With respect to Secured Creditors: It is represented by the Resulting Company that there is only 1 (One) Unsecured Creditor of the Company, whose consent by way of affidavit has been obtained and the same is placed on record; therefore the convening and holding a meeting of the Unsecured Creditor is hereby dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. 8. Looking at the prayers made in the Application by the De ..... X X X X Extracts X X X X X X X X Extracts X X X X
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