TaxTMI 
TaxTMI 
2021 (7) TMI 267
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.... that have necessitated and/ or justified the arrangement are stated in the said Scheme. They are inter alia, as follows: (a) The Demerged Undertaking and the Remaining Undertaking have their own set of strengths and dynamics in the form of nature of risks, competition, challenges, opportunities and business methods, leading to different growth potentials. Hence, segregation of the two undertakings would enable a focused management to explore the potential business opportunities effectively and efficiently; (b) The demerger would result in achieving efficiency in operational processes by designing and implementing independent strategies specifically designed for the two businesses and in optimizing profitability. This would in turn enhance the shareholders' wealth. (c) Targeting and attracting new investors with specific focus and expertise in the two businesses, thereby providing the necessary funding impetus to the long-term growth strategy of the two businesses; (d) The Compounding Business Undertaking of the Demerged Company is an old and diverse undertaking, that caters to a range of sectors viz., housing wiring, high voltage cables, pac....
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....wo business, both in terms of type of funds and amount of infusion required for the businesses. (h) As part of expansion plans for Reprocessing Business Undertaking, the Demerged Company intends to explore chemical recycling and other recycling activities, which are also expected to attract strategic domestic and international investors. (i) Pursuant to the Scheme, the equity shares issued by the Resulting Company would be listed on BSE. Therefore, the existing shareholders of the Demerged Company would hold the shares of two listed entities after the Scheme becoming effective. Such shareholders would then be able to choose whether they want to remain invested in either or both the businesses/operations of the Demerged Company, giving them flexibility in managing their investment in the two businesses having differential dynamics. 3. The instant application has been filed in the first stage of the proceedings under Section 230 read with Section 232 of the Companies Act, 2013 for dispensation of the meeting of the shareholders and creditors of the Resulting Company and for holding of the meeting of the shareholders and creditors of the Demerged Company. 4. It....
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....the Scheme is not within the purview of the Competition Act, 2002. 13. Learned Counsel of the Applicants further submits that the Scheme does not provide for corporate debt restructuring and for any compromise with the creditors of the Applicants. 14. Learned Counsel of the Applicants also submits that no proceedings are pending against the Applicant Companies under sections 210 to 217 of the Companies Act, 2013 and that no investigation proceedings are pending against the Applicant Companies. 15. The valuation report of shares of the Applicant Companies for determining the share entitlement ratio, carried out by the Registered Valuer, Mr. Abhinav Agarwal, is annexed to the application as Annexure - M at pages 473-481. Further, fairness opinion issued by the SEBI Registered Category I Merchant Banker providing that the share entitlement ratio is fair and reasonable to the equity shareholders is annexed to the application as Annexure - N at pages 482-488. 16. The applicant No. 1 (Demerged Company) has received the observation letter dated 1st April, 2021 from the designated stock exchange, BSE Limited, stating the SEBI's observations and the same is annexed to the ap....
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....3/2020 dated 28 September 2020 and No. 39/2020 dated 31 December 2020 ("Virtual Meeting Circulars"). g. That at least 30 (thirty) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Arrangement and the Statement containing necessary details required to be filed pursuant to Section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 is being sent with notice, shall be published once each in "The Business Standard" (English) and "Aajkal" (Bengali) as per requirements of Section 230 of the Companies Act, 2013 in Form CAA 2 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016. h. That in addition, at least 30 (thirty) clear days before the meeting to be held as aforesaid, a notice convening the said meetings at the place/mode and time as aforesaid together with a copy of the said Scheme, the Statement disclosing necessary details required to be filed pursuant to Section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 shall be sent by e-mail to the shar....
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.... The consolidated remuneration shall be of Rs. 75,000/- (Rupees Seventy-five thousand only) for conducting the aforementioned meetings. k. Scrutiniser: Mr. Deepak Pandey, Chartered Accountant, Membership no. 30692, (Mob- 9038033777), shall be the Scrutiniser for the said meetings of the shareholders and unsecured and secured creditors of the Demerged Company to be held as aforesaid. The consolidated remuneration shall be of Rs. 60,000/- (Rupees Sixty thousand only) for conducting the aforementioned meetings. l. Quorum and Attendance: The quorum for the said meetings of persons entitled to attend the same shall be determined in accordance with section 103 of the Companies Act, 2013. For the meetings to be held in the Virtual Mode, attendance of such persons in Virtual Mode shall be counted for the purpose of quorum. Attendance at such meetings shall be recorded in the minutes of the meetings instead of taking physical attendance slips. In case the quorum of any meeting is not present within half an hour from the time appointed for the meeting, the Chairperson may adjourn such meeting to any date/time and take a decision on the quorum for the adjourned meeting. ....
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....he Chairperson shall also be posted on the website of the Applicant(s) and in case an Applicant does not have a website, the declaration of results shall be published in the same newspapers in which notice of the meetings were advertised. s. The value of each shareholder and creditor shall be in accordance with the books and records of the Applicant and, where entries in the books are disputed, the Chairperson shall determine the value for purposes of the said meetings. t. The resolution for approval of the Scheme of Arrangement put to a meeting shall, if passed by a majority in number representing three-fourths in value of the respective shareholders/creditors casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of such meeting under section 230(1) read with section 232(1) of the Companies Act, 2013. u. That the chairperson do report to this Tribunal the results of the said meetings within 4 (four) weeks from the date of conclusion of the meetings and the report shall be in Form CAA 4 pursuant to Rules 13(2) and 14 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016, verified by affidavit. 18. Th....