TaxTMI 
TaxTMI 
TaxTMI 
2021 (7) TMI 267
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....he 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, packaging, white goods, automotive, footwear, to name a few. The Compoundi....
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....es. (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 is submitted by the Ld. Counsel appearing for the Applicants that the shares of the Applicant No. 1 are liste....
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.... 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 application as Annexure O at page 489. Subsequently, the applicant No. 1 (Demerged Company) has also received an observation letter date....
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....s 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 shareholders, secured and unsecured creditors of the Demerged Company, whose e-mail addresses are duly registered with the Demerged Company, addressed to each of the shareholder, secured and unsec....
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....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. m. Proxies & Board Resolutions: If a Body Corporate chooses to vote by remote e-voting, a scanned copy of such board resolution shall be sent by e-mail to the Scrutiniser and, if it chooses to vote by postal ballot, certif....