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TMI Blog2021 (6) TMI 490X X X X Extracts X X X X X X X X Extracts X X X X ..... briefly described as under: a. M/s. IncNut Digital Private Limited/First Applicant Company was incorporated as a private limited company under the name and style of 'IncNut Digital Private Limited' in the State of Telangana on 4th July, 2011 vide Corporate Identity Number U24232TG2011PTC075351. The Registered Office of the First Applicant Company is same as mentioned in the cause title. b. The First Applicant Company is engaged in the business of operating a digital content platform and is a media and commerce company into beauty and wellness. A copy of the Memorandum and Articles of Association of the First Applicant Company is annexed hereto as Annexure A. c. The authorized, issued, subscribed and paid-up share capital of the First Applicant Company as on 31st July 2020 is as under: Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid up capital of the First Applicant Company. A copy of the audited statements of accounts as on 31st March 2020 and a provisional statement of accounts as on 31st October, 2020 is annexed as Annexure B1 and B2 to the Application. d. M/s. IncNut Stylecraze ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Private Limited and IncNut Stylecraze Private Limited and Momjunction Private Limited and their respective shareholders. A copy of Board Resolution of the Applicant Companies approving the Scheme of Arrangement is annexed and marked as Annexure G1 to G3 to the Application and the scheme of Arrangement is annexed and marked as Annexure G4. 4. RATIONALE FOR THE PROPOSED SCHEME The Demerger of Demerged Undertaking 1 and Demerged Undertaking 2 of IncNut Digital Private Limited into IncNut Stylecraze Private Limited and Momjunction Private Limited respectively and cancellation of the pre-demerger shareholding in IncNut Stylecraze Private Limited and Momjunction Private Limited would inter alia have the following benefits: a) IncNut Digital Private Limited operates websites based on women's lifestyle focusing on beauty and wellness, parenting and weddings. Each category of business i.e. Parenting and beauty and wellness is capable of attracting individual investments and caters to a different set of customers Since each of these businesses have different profile of risk and rewards it is proposed to segregate these businesses under different legal entities and ownership structu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have given their consent affidavits stating their no objection to the proposed Scheme of Arrangement. A copy of the list of shareholders of the Third Applicant Company certified by the statutory auditor is annexed hereto as Annexure J.3, and copies of no objection affidavits received from such shareholders are annexed hereto as Annexure J.3.1 to J.3.2. 6. SECURED AND UNSECURED CREDITORS * As on 31st October, 2020, there are 24 (Twenty Four) Unsecured Creditors in the First Applicant Company amounting to INR 5,86,19,202 (Rupees Five Crore Eighty Six Lakh Nineteen Thousand Two Hundred and Two). There are no Secured Creditors in the First Applicant Company. A certificate issued by the statutory auditor confirming the list of Unsecured Creditors and Secured Creditors is annexed hereto as Annexure K.1. * As 31st October 2020, there are no Secured Creditors in the Second Applicant Company. Further, there is 1 (One) Unsecured Creditor in the Second Applicant Company amounting to INR 27,026 (Rupees Twenty Seven Thousand and Twenty Six). A certificate issued by the statutory auditor confirming the same is annexed hereto as Annexure K.2. It is submitted that the Unsecured Creditor of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vember, 2020 issued by ARKS & Associates, Chartered Accountant of the Applicant Companies confirming the accounting treatment proposed in the Scheme with the applicable accounting standards as prescribed under Section 133 of the Companies Act, 2013 is annexed as Annexure 1.1 to 1.3. 9. In the light of above facts, the Applicant Companies prays for the following reliefs: In case of the First Applicant Company: (i) To dispense with the meeting of the Equity Shareholders and Preference Shareholders of the First Applicant Company; (ii) To convene the meeting of such Unsecured Creditors of the First Applicant Company as may be suitable. (iii) Publication of notices in newspapers, appointment of Chairman & Scrutinizer; (iv) Fixing the date, time, venue and quorum of the meeting of Unsecured Creditors of the First Applicant Company; (v) Sending notices of such meeting of the Unsecured Creditors of the First Applicant Company In case of the Second Applicant Company: (i) To dispense with the meeting of the Equity Shareholders and Unsecured Creditors of the Second Applicant Company In case of the Third Applicant Company: (i) To dispense with the meeting of the Equity Sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on or through proxies. (g) The notice of the Meetings of unsecured creditors of first Applicant Company shall be published in "Business Standard" (English Daily) and in "Nava Telangana" (Telugu Daily). (h) The First Applicant Company or its authorized Signatory are directed to issue notices to the unsecured creditors of the first Applicant Company by ordinary post; or Air Mail or email or hand delivery to their last known address 30 clear days before the said meetings as per Form No. CAA2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ensuring convening the said meetings of the unsecured creditors of the first applicant company. Further directed to intimate day, date and time, a copy of Explanatory Statement, pursuant to be sent under Section 230 of the Companies Act, 2013 and Proxy as per Form No. MGT-11 (Rule 19) of the Companies (Management and Administration) Rules, 2014. (i) The first applicant Company to serve notices upon the Regional Director, South-East Region, Ministry of Corporate Affairs, Hyderabad pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamation) R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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