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TMI Blog2017 (10) TMI 1373X X X X Extracts X X X X X X X X Extracts X X X X ..... lication in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- * Dispense with the requirement of convening, holding and conducting meeting of the equity shareholders of the Applicant Companies in terms of the provisions of section 232(1) and 230(1) of the Companies Act, 2013 read with Rule 11 of National Company Law Tribunal Rules, 2016. * Dispense with the requirement of convening, holding and conducting meeting of the unsecured creditors of the Applicant Company-I on terms of the provisions of Section 230(9) of the Companies Act, 2013. * Dispense with the requirement of convening, holding and conducting meeting of the secured creditors and unsecured creditors of the Applicant company II and III in terms of the provisions of section 232(1) and 230(1) of the Companies Act, 2013 . * Pass necessary directions for convening meeting of the secured creditors of the Applicant company-I on Friday, October 27, 2017 at 11:00 AM at 9th Floor Mohan Dev Building, 13 Tolstoy Marg, New Delhi-110001. * Pass necessary directions for convening the meeting as aforesaid, this Hon'ble Tribunal may be pleased ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red Creditors and 55 Unsecured Creditors out of which 26 unsecured creditors have given their consents constituting 92.11% of the total debt. In relation to the shareholders and unsecured creditors of the Applicant No. 1/Demerged Company, it seeks dispensation from convening and holding of the meetings in view of consent affidavits having been obtained and which are placed on record. In respect to the secured creditors, the Demerged Company seeks directions for convening of the meeting. 4. In relation to Landmark Technonet Private Limited being Applicant No. II/Resulting Company-I in the Scheme marked as Annexure-"A", Learned Counsel represents that the company is having 3 Equity Shareholders and all 3 of them have given their consents. It is further represented by the counsel for Applicants that Applicant No. II/Resulting Company-I has no secured and Unsecured Creditors. In relation to the Equity Shareholders of the Applicant No. II/Resulting Company-I, it seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent affidavits being obtained and which are placed on record. 5. In relation to Innovatech Medi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecember, 2016 under the name and style of Innovatech Media Network Private limited. 13. The Authorised Share Capital of the Applicant No. III/Resulting Company-II is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10/- each. 14. The applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses. 15. The applicant II and III have filed their last available audited financial statements for the year ended 31.03.2017 whereas Applicant No. 1 has filed for the period ended 31st March, 2016 along with the provisional statements for the period ended 31st March, 2017. 16. The appointed date as specified in the Scheme is 01.04.2017 subject to the directions of this Tribunal. 17. The Board of Directors of the Applicant companies vide separate meetings held on 15th May, 2017 have unanimously approved the proposed Scheme of Arrangement as contemplated above and copies of resolutions passed thereat have been placed on record by the companies. 18. All the companies have submitted that no investigation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he necessity of convening a meeting does not arise. (iii) With respect to Unsecured Creditors: Since it is represented by the Resulting Companies II and III that there is no Unsecured Creditor in any of the Companies, therefore the necessity of convening a meeting does not arise. C. Mr. Rajeev Kumar, Advocate (23354330) is appointed as the Chairperson and Mr. Mansuymer Singh, Advocate (9873331132) is appointed as the Alternate Chairperson and Scrutinizer for the meeting of Secured Creditors as may have been directed to be convened by this Tribunal as above of the Applicant Company-I/Demerged Company. D. In case the quorum as noted above for the above meetings of the Applicant Companies are not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the 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 meetings. The Chairperson and Alternate ..... X X X X Extracts X X X X X X X X Extracts X X X X
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