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TMI Blog2022 (8) TMI 373X X X X Extracts X X X X X X X X Extracts X X X X ..... red 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 CIN: U51102MP1998PTC012813, incorporated under the provisions of the Companies Act, 1956 on 08.05.1998 in the name of Asian Sky Shop Private Limited, subsequently, the name was changed to Enter 10 Television Private Limited on 11.03.2004 and its registered address is at 141, Saket Nagar, Indore, MP-452001. Applicant Demerged Company is ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficient 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 on record. iii. The accounting treatment proposed in the Scheme of Arrangement is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. The Certificates from the respective Statutory Auditors of the Applicant Companies have been filed along with the Application. iv. No investigation or proceedings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. The Applicant Resulting Company does not have any Unsecured Creditors. 7. The Ld. PCS in application contended with respect to the dispensation and convening of the meetings of the creditors and shareholders of the applicant companies as under: i. This Tribunal may please to dispense with the meeting of Equity Shareholders of Demerged Company as the consent has been received i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re 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 and therefore the meeting of Unsecured Creditors of the Applicant Demerged Company will have to be convened. 9. This Tribunal, therefore, directs to hold the meeting of Unsecured Creditors of Applicant Demerged Company on Saturday, 10.09.2022 at 11:00 AM, through video conference or other Audio-Visual means for the purpose of considering and, if thought fit, approving with or without modification(s) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Demerged Company. 14. The quorum for the meeting of the Applicant Demerged Company shall be as prescribed under Section 103 of the Companies Act, 2013. 15. It is further directed that the voting through a valid proxy has been dispensed by the Ministry of Corporate Affairs vide circular No. 14/2020 dated 08.04.2020, hence, meeting of members of shareholders and any class of creditors shall not be conducted or counte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rged 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 them shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed scheme. The said notices shall be sent forthwith by registered post or by speed post or by courier or by hand delivery or by e-mail at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid aut ..... X X X X Extracts X X X X X X X X Extracts X X X X
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