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Judgment
Ch. Mohd. Sharief Tariq, J
Under consideration are Application Nos. CA/627 & 628/CAA/2019 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to dispense with convening, holding and conducting of the meeting of Equity Shareholders, secured creditors and unsecured Creditors in relation to the Transferor and Transferee Companies. Since both the Applications are pertaining to the same Scheme of Amalgamation, they are taken together to pass a common order.
M/s. Emerald Jewellery Retail Limited [CA/627/CAA/2019]
i. The Transferor Company viz., M/s. Emerald Jewellery Retail Limited has 10 (ten) Equity Shareholders. The list of Equity Shareholders as certified by the Chartered Accountants is placed at page 149 of the typed set filed with the Application. The consent affidavits given by the ten Equity Shareholders are placed at pages 150 - 169 of the typed set, filed with the Application, wherein it has been deposed that they do support the Scheme of Amalgamation. Therefore, the meeting of the Equity Shareholders of the Transferor Company is allowed to be dispensed with.
ii. There is only one Secured Creditor in relation to the Transferor Company. The Certificate issued by the Chartered Accountants to this effect is placed at page 170 of the typed set filed with the Application. The consent Affidavit given by the secured creditor is placed at page 171 - 172 of the typed set filed with the Application, wherein, it has been deposed that sole secured creditor do support the Scheme of Amalgamation. Therefore, the meeting of the Secured Creditor of the Transferor Company is allowed to be dispensed with.
iii. There are 62 Unsecured Creditors in relation to Transferor Company. The Certificate issued by the Chartered Accountants to this effect is placed at pages 173 - 175 of the typed set filed with the Application. The consent Affidavits given by 14 unsecured creditors constituting 95.92% of the total value of the credit, are placed at pages 176 -204 of the typed set filed with the Application, wherein, it has been deposed that they do support the Scheme of Amalgamation. Therefore, the meeting of the Unsecured Creditors of the Transferor Company is allowed to be dispensed with.
M/s. Emerald Jewel Industry India Limited [CA/628/CAA/2019]
i. The Transferee Company viz., M/s. Emerald Jewel Industry India Limited, has 10 (ten) Equity Shareholders. The list of Equity Shareholders as certified by the Chartered Accountants is placed at page 302 of the typed set filed with the Application. The consent affidavits given by the ten Equity Shareholders are placed at pages 303 - 322 of the typed set, filed with the Application, wherein it has been deposed that they do support the Scheme of Amalgamation. Therefore, the meeting of the Equity Shareholders of the Transferee Company is allowed to be dispensed with.
ii. There are 7 Secured Creditors in relation to the Transferee Company. The Certificate issued by the Chartered Accountants to this effect is placed at page 323 of the typed set filed with the Application. The consent Affidavits given by all the 7 secured creditors are placed at pages 324 -337 of the typed set filed with the Application, wherein, it has been deposed that they do support the Scheme of Amalgamation. Therefore, the meeting of the Secured Creditors of the Transferee Company is allowed to be dispensed with.
iii. There are 478 Unsecured Creditors in relation to Transferee Company. The Certificate issued by the Chartered Accountants to this effect is placed at pages 338 - 355 of the typed set filed with the Application. The consent Affidavits given by 123 Unsecured Creditors constituting 90.62% of the total value of the credit, are placed at pages 356 - 606 of the typed set filed with the Application, wherein, it has been deposed that they do support the Scheme of Amalgamation. Therefore, the meeting of the Unsecured Creditors of the Transferee Company is allowed to be dispensed with.
The Registry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, RoC Coimbatore and Income Tax Authorities including the Assessing Officer of the I.T. Circle in relation to the Applicant Companies separately, and also notice to OL in relation to the Transferor Company with the direction to appoint Chartered Accountants on his own for filing report. In case, the statutory authorities to whom the notice is issued are desirous of making any objection/representation, they may do so within 30 days from the date of receipt of the notice. In case no objection/representation is made, it shall be presumed that they/any of them have/has no objection/representation to make.
The Applicant Companies are directed to issue private notice to the said authorities/regulators by way of speed post/hand delivery, having not less than 30 + 2 days before the date fixed for filing the Company petition(s). The proof of sending and effecting the service of notice upon them along with the newspaper publication shall be submitted with supporting affidavit to this Bench along with Company Petition(s).
The Applicant Companies are directed to effect publication separately in the newspapers one in English "Business Standard" (Coimbatore Edition) and another in vernacular "Maalai Malar" (Coimbatore Edition) provided the said newspapers have wide circulation in the State of Tamilnadu, having not less than 30 + 2 days before filing the Company Petition(s). The Applicant Companies are further directed to upload the notice on their websites and display the notice on the notice board at its Registered Office. The Registry is also directed to display the notice, on the notice board of this Bench.
Accordingly, the Applications are allowed. The Applicant Companies are directed to present the Petition on or before 30.08.2019.