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TMI Blog2019 (10) TMI 1309X X X X Extracts X X X X X X X X Extracts X X X X ..... l Rules, 2016, for seeking appropriate directions for convening/ dispensing with the respective meetings of shareholders, secured creditors and unsecured creditors of the applicant companies, in connection with the proposed Scheme of Arrangement by way of demerger as contemplated between both the applicant companies. The said Scheme of Arrangement (hereinafter referred to as the "Scheme") has been placed on record along with the application. 2. It is represented that the registered offices of both the applicant companies are situated in New Delhi and therefore the subject matter of this application falls within the Jurisdiction of this Bench. 3. M/S Sharda Motor Industries Limited (Demerged Company) was incorporated on 29.01.1986 under th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any is Rs. divided into 10,000 Equity Shares of Rs. 10/- each. The present Issued, Subscribed and paid-up Share Capital of the Company is Rs. divided into 10,000 Equity Shares of Rs. 10/- each. The registered office of the Company is situated at D-188, Okhla Industrial Area, Phase-I, New Delhi- 110020. 7. It is submitted that the resulting company has seven Equity Shareholders including 6 nominee shareholders. The one beneficiary equity shareholder, which beneficially holds 100% shareholding of the company has given its consent affidavit in favour of the Scheme. The consent affidavit of the beneficial equity shareholder has been placed on record. It is further represented that the resulting company has no secured creditor and two unsecure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny has also filed their respective latest audited financial statements for the year ending 31.03.2018. 11. It is submitted that the proposed demerger is sought to be made under the provisions of Section 230 to 232 of the Companies Act, 2013. 12. The applicant companies have submitted that no investigation proceedings have been instituted or pending under Sections 210-226 of the Companies Act, 2013 or under Sections 235-251 of the Companies Act, 1956 against any of the Applicant Companies. 13. Further, it has been stated in the application that the Scheme will be beneficial to both the applicant companies and its shareholders, employees, creditors and other stake holders. 14. The certificates of respective statutory auditors of both the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sulting Company. e. The meeting of the Equity Shareholders is dispensed with as there are only 7 equity shareholders including 6 nominee shareholders, out of which the beneficial shareholder holding 100% in value has given its consent affidavit in favour of the Scheme. f. The meeting of secured creditors is dispensed with because there is no secured creditor in the company and therefore, the requirement of convening meeting ofsecured creditors does not arise. g. The meeting of Unsecured creditors is also dispensed with as there are only 2 unsecured creditors in the company, out of which 1 unsecured creditor having 96.77% in value of the total debt, has given its consent affidavit in favour of the Scheme. C. Mr. Inderjeet Singh, (A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oresaid meetings, indicating the day, date and the place and time as aforesaid, to be published in Delhi editions of 'Business Standard' English edition and "Business Standard" Hindi edition stating that the copies of the Scheme, the explanatory statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the respective registered office of the Applicant Companies. H. Voting shall be allowed on the proposed Scheme by voting in person, by proxy, through postal ballot or through electronic means as may be applicable for the respective meetings of equity shareholders and creditors of the demerged company in terms of the provisions of the Companies Act, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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