1. Demerger scheme under Companies Act, 2013 seeking dispensation from shareholder and unsecured creditor meetings for transfer of a division to a new resulting company. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 )
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2026 Supreme(Online)(NCLT) 4867
IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH
Rajeev Bhardwaj, Judicial Member, Sanjay Puri, Technical Member
Evoke Techonologies Private Limited VS
CA (CAA) No. 27/230/HDB/2026
Important Points
The Tribunal may dispense with the requirement to convene meetings of shareholders and unsecured creditors in a scheme of arrangement or demerger if the consent of all such stakeholders has been obtained through affidavits.
Subject
Corporate Law - Mergers and Amalgamations
Act Referred
Companies Act, 2013: S.230, S.231, S.232, S.133, S.241, S.242, S.243, S.244, S.210, S.211, S.212, S.213, S.214, S.215, S.216, S.217, S.218, S.219, S.220, S.221, S.222, S.223, S.224, S.225, S.226, S.227
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016: R.3
Companies Act, 1956: S.397, S.398, S.235, S.236, S.237, S.238, S.239, S.240, S.241, S.242, S.243, S.244, S.245, S.246, S.247, S.248, S.249, S.250, S.251
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016: R.3
Companies Act, 1956: S.397, S.398, S.235, S.236, S.237, S.238, S.239, S.240, S.241, S.242, S.243, S.244, S.245, S.246, S.247, S.248, S.249, S.250, S.251
Headnote
(A) Companies Act - Scheme of Arrangement - Demerger - Dispensation of Meetings - Where all shareholders and unsecured creditors have provided their consent via affidavits, the Tribunal may dispense with the requirement of convening meetings. (Para 14, 16)
Issues: Whether the meetings of shareholders and unsecured creditors can be dispensed with in a scheme of demerger when consents are obtained.
Issues: Whether the meetings of shareholders and unsecured creditors can be dispensed with in a scheme of demerger when consents are obtained.
Legal Category Hierarchy
Advocates:
For the Appellants/Petitioners: Naresh Kumar Sangam
For the Respondents:
For the Appellants/Petitioners: Naresh Kumar Sangam
For the Respondents:
Table of Contents
2. Applicants seek dispensation from convening shareholder meetings of both companies and unsecured creditor meeting of demerged company under Sections 230-232 of Companies Act, 2013. (Para 2 , 14 , 15 )
3. Tribunal allows the application and dispenses with convening meetings of equity shareholders of both companies and unsecured creditors of the demerged company. (Para 16 )
4. Can the Tribunal dispense with convening meetings of shareholders under Sections 230-232 of the Companies Act, 2013?
Yes, the Tribunal may dispense with convening meetings of equity shareholders of both applicant companies when all shareholders have consented to the scheme of arrangement. (Para 14 , 16 )
5. Can the Tribunal dispense with convening meetings of unsecured creditors when they have given their consent?
Yes, the Tribunal may dispense with the meeting of unsecured creditors of the demerged company when they have given their consent by way of affidavits. (Para 9 , 14 , 16 )
6. What legal provisions govern the demerger scheme of arrangement?
The scheme is filed under Sections 230 to 232 of the Companies Act, 2013 and Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for segregation of business divisions. (Para 2 , 4 )
S.No.14
VC AND PHYSICAL (HYBRID) MODE
ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 07-08-2026 After Court-II
u/s. 230 of Companies Act
O R D E R
Orders pronounced, recorded vide separate sheets.
In the result, this CA (CAA) No.27/230/HDB/2026 is allowed.
Sd/- Sd/-
MEMBER (T) MEMBER (J)
Apoorva
Application under Section 230 to 232 and other Applicable Provisions of the Companies Act, 2013 Read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
SCHEME OF ARRANGEMENT INVOLVING DEMERGER
BETWEEN
EVOKE TECHNOLOGIES PRIVATE LIMITED (Demerged Company/ Applicant No.1 Company)
And
EVOKE TECH SOLUTIONS PRIVATE LIMITED (Resulting Company/Applicant No.2 Company)
And
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
1. M/s. Evoke Technologies Private Limited
Registered Office at: V-Ascendas, Capella Block,
4th & 8th Floor, Plot No.17, Software Units Layout, Madhapur, Hyderabad, Telangana – 500081.
…. Demerged Company/Applicant Company No.1
2. M/s. Evoke Tech Solutions Private Limited
Registered Office at: DNo.8-3-945, FNo.B1 & B2,
01st Floor, Pancom Business Centre, Srinagar Colony, Hyderabad, Khairatabad, Telangana, India, 500073. …. Resulting Company/Applicant Company No.2
Date of Order:07.08.2026
CORAM
Sri Rajeev Bhardwaj, Hon’ble Member (Judicial)
Sri Sanjay Puri, Hon’ble Member (Technical)
Counsel/Parties Present
For the Applicants : Mr. Naresh Kumar Sangam, Ld. Counsel
ORDER
1. This is a Joint Application filed by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 and other Applicable Provisions of the Companies Act, 2013 and Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking an order dispensing with the meetings of Shareholders of the Demerged Company and the Resulting Company, as well as dispensing with the meeting of the Unsecured creditors of the Demerged Company, in connection with the proposed Scheme of Arrangement.
THE AVERMENTS IN THE APPLICATION IN BRIEF:
2. DETAILS OF THE DEMERGED COMPANY:
Evoke Technologies Private Limited (Demerged Company /Applicant Company No.1) is a Company incorporated under the provisions of the Companies Act, 1956. The Demerged Company was incorporated on 04.11.2003 with CIN: U72200TG2003PTC042001. Certified copy of Certificate of Incorporation, MOA and AOA of the Demerged Company is annexed and marked as Annexure-1.
(a) SHARE CAPITAL-DEMERGED COMPANY:
The Authorised Share Capital of the Demerged Company is Rs.3,00,000/- (Rupees Three Lakhs only) divided into 30,000 (Thirty Thousand) Equity Shares of Rs.10/- (Rupees Ten only) each.
The present issued, subscribed and paid-up share capital of the Demerged Company is Rs.2,18,180/- (Rupees Two Lakhs Eighteen Thousand One Hundred and Eighty only) divided into 21,818 (Twenty One Thousand Eight Hundred Eighteen) Equity Shares of Rs.10/- (Rupees Ten only) each fully paid-up.
(b) MAIN OBJECTS-DEMERGED COMPANY:
The Demerged Company is engaged in the business of providing software support and maintenance services, software development and consultancy, publishing operating systems and system software, executing turn key software projects, offering hardware and software solutions, providing technology services, undertaking import and export of software and related products, and conducting training programs in computer programming and allied fields.
(c) FINANCIALS-DEMERGED COMPANY:
The financial summary of the Demerged Company as on 31st March, 2025 is mentioned at Page No.6 of the Application. Certified copy of the Audited Financial Statements of the Demerged Company as at 31.03.2025 is annexed and marked as Annexure-2 and the certified copy of Unaudited Financial Statements of the Demerged Company as at 08.07.2026 is annexed and marked as Annexure-3.
3. DETAILS OF THE RESULTING COMPANY:
(a) Evoke Tech Solutions Private Limited (Resulting Company/ Applicant Company No.2) is a Company incorporated under the provisions of the Companies Act, 2013. The Resulting Company was incorporated
