,,,,
Shyam Babu Gautam, Member Technical",,,,
1. This Court convened through video conference.,,,,
2. Counsel for the Applicant Companies states that the present Scheme is a Scheme of Merger by Absorption (“Schemeâ€) amongst Netscribes,,,,
(India) Private Limited (“Transferor Companyâ€) and NS Oxymoron Advisors Private Limited (“Transferee Companyâ€) and their respective,,,,
shareholders and creditors.,,,,
3. A meeting of the Equity Shareholders of the First Applicant/Transferor Company be convened and held at Office No. 504, 5th Floor, Lodha",,,,
Supremus, Lower Parel, Mumbai â€" 400 013 on 31st day of March, 2022 at 11:00 AM for the purpose of considering and, if thought fit, approving,",,,,
with or without modification(s), the proposed Scheme amongst Netscribes (India) Private Limited, NS Oxymoron Advisors Private Limited and their",,,,
respective shareholders and creditors.,,,,
4. A meeting of the Unsecured Creditors of the First Applicant/Transferor Company be convened and held at Office No. 504, 5th Floor, Lodha",,,,
Supremus, Lower Parel, Mumbai â€" 400 013 on 31st day of March, 2022 at 11:30 PM for the purpose of considering and, if thought fit, approving,",,,,
with or without modification(s), the proposed Scheme amongst Netscribes (India) Private Limited, NS Oxymoron Advisors Private Limited and their",,,,
respective shareholders and creditors.,,,,
5. A meeting of the Equity Shareholders of the Second Applicant/Transferee Company be convened and held at Office No. 504, 5th Floor, Lodha",,,,
Supremus, Lower Parel, Mumbai â€" 400 013 on 31st day of March, 2022 at 12:00 AM for the purpose of considering and, if thought fit, approving,",,,,
with or without modification(s), the proposed Scheme amongst Netscribes (India) Private Limited, NS Oxymoron Advisors Private Limited and their",,,,
respective shareholders and creditors.,,,,
6. A meeting of the Secured Creditors of the Second Applicant/Transferee Company be convened and held at Office No. 504, 5th Floor, Lodha",,,,
Supremus, Lower Parel, Mumbai â€" 400 013 on 31st day of March, 2022 at 1:00 PM for the purpose of considering and, if thought fit, approving, with",,,,
or without modification(s), the proposed Scheme amongst Netscribes (India) Private Limited, NS Oxymoron Advisors Private Limited and their",,,,
respective shareholders and creditors.,,,,
7. A meeting of the Unsecured Creditors of the Second Applicant/Transferee Company be convened and held at Office No. 504, 5th Floor, Lodha",,,,
Supremus, Lower Parel, Mumbai â€" 400 013 on 31st day of March, 2022 at 1:30 PM for the purpose of considering and, if thought fit, approving, with",,,,
or without modification(s), the proposed Scheme amongst Netscribes (India) Private Limited, NS Oxymoron Advisors Private Limited and their",,,,
respective shareholders and creditors.,,,,
8. All the above said meeting of the Equity Shareholders of the Joint Applicant Companies may be held either in “physical mode†OR in “audio,,,,
visual mode along with provision of E-Voting facility†to the respective Equity Shareholders of the Joint Applicant Companies in accordance with the,,,,
provisions of the Companies Act and related Rules. If meeting held in audio visual mode & by electronic means, then the business of these Convened",,,,
Meetings shall be transacted through e-Voting Services.,,,,
9. All the above said meeting of the Secured and Unsecured Creditors of the Joint Applicant Companies may be held in “physical mode†OR in,,,,
“audio visual mode along with provision of E-Voting facility†to the respective Secured Debenture Holders in accordance with the provisions of,,,,
the Companies Act and related Rules. If meeting held in audio visual mode & by electronic means, then the business of these Convened Meetings",,,,
shall be transacted through e-Voting Services.,,,,
10. In case of the above said Convened Meetings held in audio visual mode along with provision of E-Voting facility, then the Equity",,,,
Shareholders/Secured Creditors/Unsecured Creditors shall be provided with the facility for voting either through electronic voting system or polling,,,,
paper at these Convened Meetings and Equity Shareholders/Secured Creditors/Unsecured Creditors attending the meeting who have not already cast,,,,
their vote by remote e-voting are eligible to exercise their right to vote at the meeting through ballot paper. Equity Shareholders/Secured,,,,
Creditors/Unsecured Creditors who have cast their vote by remote e-voting, prior to these Convened Meetings are also eligible to attend the meeting",,,,
but shall not be entitled to cast their vote again. Members can opt for only one mode of voting, i.e. either by e-voting or at these Convened Meetings",,,,
through polling paper.,,,,
11. At least 30 clear days before the said meeting of the Equity Shareholders/Secured Creditors/Unsecured Creditors of the Joint Applicant,,,,
Companies to be held as aforesaid, a notice convening the said meeting at the place, day, date and time aforesaid, together with a copy of the Scheme,",,,,
a copy of the Explanatory Statement required to be sent under Section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, shall be",,,,
sent by Registered Post or by speed post or by courier or by hand delivery to each of the Equity Shareholders/Secured Creditors/Unsecured Creditors,,,,
of the Joint Applicant Companies at their respective registered or last known addresses or by e-mail to the registered e-mail address of the Equity,,,,
Shareholders/Secured Creditors/Unsecured Creditors as per the records of the respective Joint Applicant Companies.,,,,
12. At least 30 clear days before the Meeting of the Equity Shareholders of the Joint Applicant Companies to be held as aforesaid, a notice convening",,,,
the said meeting, at the place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to",,,,
Section 230 of the Companies Act, 2013 and that the form of Proxy can be obtained free of charge at the Registered Office of the respective",,,,
Applicant Companies, shall be published once each in ‘Free Press Journal’ in English and ‘Navshakti’ in Marathi, both circulated in",,,,
Mumbai.,,,,
13. The Applicant Companies is directed to:,,,,
i. Issue Notice convening meeting of the Equity Shareholders in Form No.CAA.2 as per Rule 6 of the Companies (Compromises, Arrangements and",,,,
Amalgamations) Rules, 2016;",,,,
ii. Issue Statement containing all the particulars as per Section 230 of the Companies Act, 2013;",,,,
iii. Issue Form of Proxy in Form No.MGT-11 as per Rule 19 of the Companies (Management and Administration) Rules, 2014; and",,,,
iv. Advertise the Notice convening meeting in Form No.CAA.2 as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations)",,,,
Rules, 2016.",,,,
14. Mr. M.A. Kuvadia, former Regional Director of Ministry of Corporate Affairs, R/o 402, Arvind Centre, Prabhat colony, Santa Cruz, (East),",,,,
Mumbai â€" 400055, Mobile No. 9320220229 is appointed as the Chairperson for the meeting of the Equity Shareholders of the Transferor Company.",,,,
Mr. M.A. Kuvadia, is appointed as the Chairperson for the meeting of the Unsecured Creditors of the Transferor Company. Mr. M.A. Kuvadia, is",,,,
Sr.
No.","Name     Â
of     Â
the      Applicant
Companies",,PAN No.,Address
1.,"Netscribes (India)
Private Limited","Transferor
Company",AABCN1298F,"The  Income  Tax
Authorities       Â
/ Commissioner  of
Income Tax Aaykar  Â
Bhavan,
Marne        Â
Lines,
Mumbai â€" 400002.
2.,"NSÂ Â Â Â Â Â
Oxymoron
Advisors Â
Private Limited","Transferee
Company",AACCN7742F,-do-
holding of the meetings and do report to this Tribunal that the direction regarding the issue of notices have been duly complied with.,,,,
