TaxTMI 
TaxTMI 
2020 (10) TMI 228
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....De-merged Undertaking viz. Performance Business and ancillary and support services of Shiva Pharmachem Limited, the Applicant De-merged Company to Shiva Performance Materials Private Limited, the Applicant Resulting Company. 2. The registered office of both the Applicant Companies situated at Vadodara in the State of Gujarat, and hence both the Applicant Companies are under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. 3. Both the Companies are empowered by their respective Memorandum of Associations to enter into Scheme of Arrangement. Copies of Memorandum of Association of both the Companies are placed on record. The Audited Financial Statements of all the companies as at 31st March 2019 and the unaudite....
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....focused attention to respective businesses and this has been the primary objective of the demerger of Performance Business from SPL. Copies of Board Resolutions of all the companies are placed on record as Annexure- 'F'. 5. A Copy of the Valuation Report for the proposed Exchange Ratio of Shares to be issued by the Resulting Company, obtained from M/s. Snehal Shah & Associates, Chartered Accountant and Registered Valuer are placed on record as Annexure 'E'. Copy of the Scheme of Arrangement is placed on record as Annexure-'G'. 6. It is stated in the Application that there are no proceedings or investigations pending against the Applicant Companies under Sections 210-217, 219, 220, 223 to 227 of the Companies....
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....y is a private limited company. The number of shareholders of both the companies are less than 10 and all the Equity Shareholders of both the Applicant Companies have given their written consent on affidavits approving the proposed Scheme. The same are placed on record respectively as Annexure- '1-1' & '1-2'. Certificates from the Chartered Accountant confirming the list of shareholders and further confirming the receipt of the consent letters is placed on record as Annexure- 'J-1' & 'J- 2'. In view of the same, it is prayed that meetings of the Equity Shareholders of the said Applicant Companies be dispensed with. 8.2 (i) It has been further submitted that as per the books of the said Applicant De-merged ....
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....ry as there are no Secured Creditors. iii. The meeting of the Unsecured creditors of SPMPL, the Applicant Resulting Company is hereby dispensed with, in light of the consent letters on affidavit from all of them, placed on record. iv. Separate meetings of the Secured Creditors and Unsecured Creditors of SPL, the Applicant De-merged Company shall be convened and held at Red Earth Gallery, ABS Towers, Old Padra Road, Vadodara - 390 007 in the state of Gujarat, on Friday, 7th day of August 2020 at 12.00 noon and 4.00 p.m. respectively; for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement, with or without modifications; v. At the said meetings of Secured Creditors and Unsecu....
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....y can be obtained free of charge at the Registered Office of the Applicant Company or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to subsection (3) of Section 230 and Rule 7 of the Companies (CAA) 4 Rules, 2016. viii. Mr. Suresh Sisodia, an Independent Practising Chartered Accountant or failing him Mr. Hemang Mehta, an Independent Practising Company Secretary, shall be the Chairman of the said meetings of the Secured Creditors and Unsecured Creditors of SPL, the Applicant Transferee Company to be held on 7th August, 2020, and in respect of any adjournment or adjournments thereof. ix. Mr. D....
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....umber and value of the vote of each Secured Creditor and Unsecured Creditor of the Applicant Transferee Company, shall be in accordance with the entries in the books of accounts of the said Applicant Company; and where the entries in the records are disputed, the Chairman of the meeting shall determine the value for the purposes of the meeting. xiii. The Chairman shall file an affidavit not less than 7(seven) days before the date fixed for the holding of the meetings and to report to this Tribunal that the directions regarding issuance of notices and advertisement of the meetings have been duly complied with as per Rule 12 of the Companies (CAA) Rules, 2016. xiv. It is further ordered that the Chairman shall report to this....