2022 (5) TMI 763

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....ons 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. Affidavits in support of the above application sworn by Mr. Anand Maheshwari, being the authorized signatory for the Demerged Company, who has been authorized vide board resolution dated 15.10.2021 and Mr. Rakesh Sinha, being the authorized signatory for the Resulting Company, who has been authorized vide board resolution dated 15.10.2021 have been duly filed, along with the application. It was also represented that the registered office of the applicant companies are under the domain of Registr....

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....ies, vide their respective meeting of the Board of Directors held on 15.10.2021 have unanimously approved the proposed Scheme of Demerger as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. 7. It has been stated that the Demerged Company has 2 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has nil Secured Creditors and 2 Unsecured Creditors. Certificate from Chartered Accountants certifying list of creditors was annexed. In relation to the shareholders and Unsecured Creditors....

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....as clearly stated that the Accounting treatment is in conformity with the applicable provisions prescribed under Section 133 of Companies Act, 2013. 11. The Petitioner Companies have stated that no proceedings for inspection, inquiry or investigation were pending against any of the Petitioner Companies. 12. The appointed date as specified in the Scheme and confirmed by this Tribunal is 01st April, 2022. 13. Taking into consideration the submissions and the documents filed therewith, the following directions are issued forthwith in respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: A. ....