TMI Blog2019 (10) TMI 1309X X X X Extracts X X X X X X X X Extracts X X X X ..... plication has been filed by the Applicant Companies under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal 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 compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich constitutes only 0.83% of total unsecured debt. 6. M/S NDR Auto Components Limited (Resulting Company) was incorporated on 19.03.2019 under provisions of the Companies Act, 2013. The present Authorized Share Capital of the Transferee Company is Rs. divided into 10,000 Equity Shares of ₹ 10/- each. The present Issued, Subscribed and paid-up Share Capital of the Company is Rs. divided into 10,000 Equity Shares of ₹ 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% shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed the proposed Scheme of Arrangement. Copy of such resolution passed thereat have been placed on record by the applicant company. 10. The applicant companies have filed their respective Memorandum of Associations and Articles of Associations. The demerged company 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 Applic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt to mention here that the requirement of sending individual notices to the unsecured creditors having, outstanding dues of₹ 1, 00, 000/- or less than ₹ 1, 00, 000/-, which constitutes only 0.83% of total unsecured debt is also dispensed with. B. In relation to the Resulting 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7; 1,25,000/- in addition to meeting their incidental expenses. F. The Chairperson will file its reports in respect of all the meetings within a week from the date of holding of the above meetings. G. That the demerged company shall publish advertisement with a gap of at least 30 days before the aforesaid 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 Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X
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