9911796707
TMI Blog2022 (6) TMI 1287X X X X Extracts X X X X X X X X Extracts X X X X ..... der section 230-232 of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the scheme of arrangement ( Demerger ) (herein after referred as SCHEME ) proposed by the Applicant Companies for effecting a demerger of demerged undertaking of the Demerged Company and transferring and vesting the same to Resulting Company. The Said Scheme is also annexed as Annexure A8-Vol II at Pg. No. 217-241 of the Application. 2. The Applicant Companies in this Company Application have sought the following reliefs: For the Demerged Company - Spark Capital Advisors (India) Private Limited i. To pass an order directing the summoning of separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company fixing a date, time, venue, quorum and appointing the Chairman for the respective meetings. ii. To pass an order directing the Chairman of the respective meetings to file his/her report with the Tribunal within a specified time from the date of conclusion of the meeting; iii. To issue advertisements on behalf of the Demerged Company in newspapers in English a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was submitted that the Demerged Company has received the consent affidavits from all the Shareholders of the Demerged Company constituting 100% of its total paid-up share capital and the said consent affidavits are placed along with the memo and sought dispensation of holding meeting for shareholders of the Demerged Company. 5. Further, in the written synopsis filed by the Applicants on 20.04.2022, the consent affidavit of the secured creditor of the Demerged Company was filed along with the certificate of Chartered Accountant and citations of Hon'ble Appellate Tribunal and prayed for dispensation of holding of meeting of Secured and Unsecured Creditors of the Demerged Company. 6. SPARK CAPITAL ADVISORS (INDIA) PRIVATE LIMITED, (DEMERGED COMPANY) (i) There are 49 (Forty Nine) Equity Shareholders and the certificate issued by the Practising Company Secretary to this effect is placed at page 174 to 185 of the typed set filed with the application and consent affidavits given by all of them is placed at the typed set filed along with the memo dated 30.03.2022, by the Applicants and sought for dispensation with holding of meeting. (ii) There is 1 (One) Secured C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10/- each. The Issued, Subscribed and Paid-up Share Capital as of 31st March 2021 is Rs. 2,85,06,550/- (Rupees Two Crore Eighty-Five Lakhs Six Thousand Five Hundred and Fifty Only) consisting of 26,50,655 equity shares of INR 10/- each and 2,00,000 Non-Convertible Redeemable Non-Cumulative Preference Shares of INR 10/- each. 10. The Authorized Share Capital of the Demerged Company as 14th February 2022, being the date of approval of Composite Scheme by the Board of Directors is Rs. 6,10,00,000/- (Rupees Six Crores Ten Lakhs Only) consisting of 50,00,000 equity shares of INR 10/- each and 11,00,000 convertible preference shares of INR 10/- each. The Issued, and Subscribed Capital as of 14th February 2022 is Rs. 3,00,38,050/- (Rupees Three Crores Thirty-Eight Thousand and Fifty Only) and Paid-up Capital is Rs. 2,93,31,750/- (Rupees Two Crores Ninety Three Lakhs Thirty One Thousand Seven Hundred and Fifty Only) consisting of 26,50,655 equity shares of INR 10/- each and 3,53,150 partly paid-up shares of INR 10/- each, INR 8 paid up. 11. The Resulting Company is an unlisted Private company incorporated under the provisions of Companies Act, 1956 on 28th January 2022 with CIN:U6599 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Equity shareholders: Since it is represented by the Demerged Company that there are 49 Equity Shareholders in the Company whose consents by way of Affidavits have been obtained from all and are placed on record, the necessity of convening and holding the meeting is dispensed with. (ii) With respect to the Secured Creditors: Since it is represented by the Demerged Company that there is only One Secured Creditor in the Company whose consent by way of Affidavit has been obtained and is placed on record, the necessity of convening and holding the meeting is dispensed with. (iii) With respect to the Unsecured Creditors: Considering the fact and circumstances and the precedents relied on by the Applicant Companies, this Tribunal is of the considered opinion that it is necessary to convene the meeting of the unsecured creditor of the Demerged Company. Hence, the meeting of the Unsecured Creditors of the Demerged Company is directed to be held at 11:00 AM on 20th July 2022 at registered office of the Demerged Company or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 meeting. The Chairperson and Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme. iv) The meetings shall be conducted either by way of physical means or through video conferencing as per applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 : dated 5th May, 2020 (AGM Circular), (ii) 14/2020 dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-ID; v) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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