TaxTMI 
TaxTMI 
2021 (6) TMI 490
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....mpanies. 2. The averments made in the application are 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 Octo....
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....e Board of Directors of the Applicant Companies vide its resolutions dated October 23, 2020 approved the Scheme of Arrangement among IncNut Digital 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 ....
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.....2, and copies of no objection affidavits received from such shareholders are annexed hereto as Annexure J.2.1 to J.2.2. * It is submitted that there are two equity shareholders in the Third Applicant Company who 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 A....
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....he Application. 8. Accounting Treatment It is averred that the proposed Accounting Treatment in the books of the Company as specified in Clause 14 in Part II of the Scheme, will be in compliance with the Accounting Standards issued under Section 133 of the Act. A certificate dated 30th November, 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) Sendin....
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.... office G.3, Ground Floor, Modern Profound Tech Park, Kondapur, Serilingampally, Hyderabad. Quorum may be fixed 2 unsecured Creditors either in person or proxy. No of unsecured creditors is 24. (e) The Quorum fixed for the meeting are as under:- First Applicant Company: For Unsecured Creditors meeting: 2 (f) The unsecured creditors, be permitted to exercise their vote at the meeting either in person 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 S....
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....y or authorized representative be permitted, provided that the proxy in the Form No. MGT-11 authorization duly signed by the person entitled to attend and vote at the meeting, is to be filed with the first Applicant Company at its Registered office, not later than, forty eight hours before the aforesaid meeting in accordance with Rule 10 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. (n) The Chairmen to file affidavit within 7 days from the date of the said meetings to this Tribunal that the direction regarding convening and issuance of notice (s) to all the necessary parties have been duly complied with in conformity with the relevant provisions of the Companies Act, 2013 R/w Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. The Chairman shall report the conclusion of the aforesaid meeting as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (o) To dispense with the meetings of equity shareholders and unsecured creditors of the second Applicant Company. (p) To dispense with the meeting of equity shareholders and unsecured creditors of the third applicant company. (q)....