TaxTMI 
TaxTMI 
TaxTMI 
2021 (7) TMI 498
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....been filed in respect of the Scheme of Arrangement (Demerger) by virtue of which Product Business Undertaking or Product Business will be demerged into M/s. Servion T Global Solutions Limited (hereinafter referred to as the 'Demerged Company') and M/s. ACQ Technologies Private Limited (hereinafter referred to as the 'Resulting Company'). 2. The Applicant Companies in this Company Application have sought for the following reliefs: i) For dispensing with convening, holding and conducting of the meeting of the Equity Shareholders of the Applicant/Demerged Company and Resulting Company and pass such other Order or Orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case and render Justice. ....
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....(Thirteen) Equity Shareholders. The list of Equity Shareholders is placed at page 312 of Vol-II of the typed set, duly certified by Mr. K. Sainathan, Company Secretary of the Demerged Company. The consent affidavits given by all the 13 (Thirteen) equity shareholders are placed at page 313 to 351 of Vol-II of the typed set filed along with the Application, wherein it has been deposed that they do support the Scheme of Arrangement and consent to dispense with convening, holding and conducting the meeting of Equity shareholders of the Demerged Company. iii) There is 1 (One) Secured Creditor in relation to the Demerged Company as on 03.12.2020 and the certificate issued to this effect by M/s. V. Deepak & Associates., Independent Chartered Acc....
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....vits given by all the 2 (Two) equity shareholders are placed at pages 407 to 414 of Vol-II of the typed set filed along with the Application, wherein it has been deposed that they do support the Scheme of Arrangement and consent to dispense with convening, holding and conducting the meeting of Equity shareholders. iii) There are no Secured Creditors in relation to the Resulting Company as on 03.12.2020 and the certificate issued to this effect by M/s. V. Deepak & Associates., Chartered Accountants is placed at pages 415 to 417 of Vol-II of the typed set filed along with the Application. iv) There is 1 (One) Unsecured Creditor in relation to the Resulting Company as on 31.10.2020 and the Certificate issued to this effect by M/s. V. Deepa....
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....ropose to issue the following directions and issue of notices by way of paper publication as follows. A) IN RELATION TO THE DEMERGED COMPANY: i) With respect to Equity Shareholders: Since it is represented by the Demerged Company that there are only 13 equity shareholders in the Company whose consents by way of affidavits have been obtained and are placed on record, the necessity of convening and holding a meeting of the Equity shareholders for the approval of the scheme is hereby dispensed with. ii) With respect to Secured Creditors: It is represented by the Demerged Company that there is only 1 (One) secured Creditor of the Company, whose consent by way of affidavit has been obtained and the same is placed on record; therefore t....
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....reditor of the Company, whose consent by way of affidavit has been obtained and the same is placed on record; therefore the convening and holding a meeting of the Unsecured Creditor is hereby dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. 8. Looking at the prayers made in the Application by the Demerged Company and the Resulting Company, in relation to the Scheme of Arrangement, this Bench hereby directs in terms of Clause (5) of Section 230 and Sub-section (3) of the Companies Act, 2013, the respective companies shall individually send notices to the Regional Director concerned, Ministry of Corporate Affairs, ROC concerned, Income Tax Authorities concerned and such other sectoral regulators or authorities, ....