2020 (11) TMI 804

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....intly under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Demerger (hereinafter referred to as the "SCHEME") proposed between the applicants. 2. An affidavit in support of the above application sworn by Mr. Irfan Baig being the authorized representatives of the both applicant companies, who has been authorized vide board resolution dated 29.06.2020 for the both applicant companies, which has been placed on record. It is also represented that the registered office of both the applicant companies are under the domain of Registrar of Companies, NCT of New Delhi ....

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.... Copies of resolutions passed in the said board meetings have been placed on record. 7. It is stated that the Applicant Company No 1 is having two Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has one Secured Creditor andthirty-one Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed and the sole secured creditor and the unsecured creditors holding 98.97%in total valuehave given their respective consents by way of affidavits which are annexed to the application. Therefore,in relation to th....

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....licant Company No 1: (i) With respect to Equity shareholders: In view of consent affidavits, from both the equity shareholders having 100% voting share of the company, convening the meeting of shareholders/members is dispensed with. (ii) With respect to Secured Creditors: In view of consent affidavits, from the sole secured creditor having 100% voting share of the company, convening the meeting of secured creditor is dispensed with. iii) With respect to Unsecured Creditors: In view of consent affidavits, from the unsecured creditors holding 98.97% in total value of the company, convening the meeting of unsecured creditors is dispensed with. B) In relation to Applicant Company No 2: ....