9911796707
TMI Blog2022 (8) TMI 373X X X X Extracts X X X X X X X X Extracts X X X X ..... ORDER 1. This joint application is filed by the applicant companies under Section 230-232 of the Companies Act, 2013, namely M/s. Enter 10 Television Private Limited (Applicant Demerged Company) and M/s. Cinemakers Media Production Private Limited (Applicant Resulting Company) for dispensation of the meetings of Shareholders, Secured Creditors and Unsecured Creditors of both the Applicant Companies for considering and approving with or without modification, a composite scheme of demerger. 2. The registered office of the Applicant Companies is situated in the State of Madhya Pradesh and is under the jurisdiction of the National Company Law Tribunal, Bench at Indore. 3. Applicant Demerged Company is a private limited company having ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rtaining to Telecasting and Broadcasting division and Production division, the management believes that demerger of the Applicant Demerged Company will enable it to give desired attention and help to achieve greater focus on the Telecasting and Broadcasting business activities with the specified users which will result in the better and more efficient management of the Telecasting and Broadcasting business activities of Applicant Demerged Company. ii. The Board of Directors of the Applicant Companies in their respective Board Meeting held on 02.06.2022 passed a resolution for the preparation of the proposed scheme of demerger as placed before the Board. The Applicant Companies have filed its audited balance sheets, the same is placed o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies are listed on any Stock Exchange. 6. The Learned PCS of the Applicant Companies submitted that as per the audit report placed on record by the applicant Companies the details of Shareholders, Secured Creditors, and Un-Secured Creditors are as follows: i. The Applicant Demerged Company has 4 shareholders holding 65,10,000 equity shares of Rs. 10/- each. ii. The Applicant Resulting Company has 4 shareholders holding 10,000 equity shares of Rs. 10/- each. iii. The Applicant Demerged Company does not have any Secured Creditors. iv. The Applicant Resulting Company does not have any Secured Creditors. v. The Applicant Demerged Company has 90 Unsecured Creditors having an outstanding of Rs. 45,02,04,575/-. vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also there is no Unsecured Creditor in the Resulting Company as per the CA certificate. Further, consent affidavits from shareholders of both the applicant companies is received and consent affidavits from 22 Unsecured for Rs. 41,21,79,940/- being 91.55% value of the Demerged Company is also received. Accordingly, the meetings of shareholders of both the applicant companies are dispensed with; there are no Secured Creditors in either of the Applicant Companies, so no meetings of Secured Creditors are warranted. Moreover, there are no Unsecured Creditors in Applicant Resulting Company, therefore, no meeting of Unsecured Creditors of Applicant Resulting Company is warranted. The number of Unsecured Creditors in Demerged Company is quite large ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 6 of the Companies (CAA) Rules, 2016 shall be sent by Registered Post or Speed Post or Registered Post or by Courier or E-Mail or Hand Delivery, addressed to each of the Unsecured Creditors of the Applicant Demerged Company, as the case may be, at their respective registered or last known addresses or e-mail addresses as per the records of the Applicant Demerged Company. 12. Mr. Dinesh Ajmera, Chartered Accountant having membership No. 402629 shall be the Chairman/Chairperson of the aforesaid meetings of Applicant Demerged Company to be held on 10.09.2022 and in respect of any adjournment thereof. 13. Adv. Jatin Sehgal (Registration No. MP1857 of 2011) is appointed as the Scrutinizer for the aforesaid meeting of the Applicant Demerg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... further ordered that the Chairperson shall report to this Tribunal on the result of the meeting in Form No. CAA-4 along with an affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 within 7 (seven) working days from the date of conclusion of the aforesaid meeting. 19. In compliance with sub-section (5) of Section 230 and Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, the Demerged Company shall send a notice in Form No. CAA.3 along with disclosures mentioned under Rule 6 to, (i) the Central Government through the Regional Director, North-Western Region, (ii) the Registrar of Companies, Gwalior, (iii) the Income Tax Authorities concerned, stating that the representation, if any, to be made by th ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
