AI Structured Summary
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Judgment
Ch. Mohd. Sharief Tariq, J
Under consideration are Application Nos. CA/600&601/CAA/2019 filed under Sections 230 to 240 of the Companies Act, 2013. The prayer made
is to dispense with convening, holding and conducting of the meeting of Equity Shareholders, Secured and Unsecured Creditors of the Transferor
Company and Transferee Company.
M/s. Mambalam lyers Food Products Private Limited
i. The Transferor Company viz., M/s. Mambalam Iyers Food Products Private Limited, has 4 (Four) Equity Shareholders. The Certificate issued by
the Chartered Accountants to this effect is placed at pages 91 to 92 (Vol. 1) of the typed set filed with the Application. The consent Affidavits given
by the Equity Shareholders are placed at pages 139 to 148 (Vol. 1) of the typed set filed with the Application, wherein it has been deposed that they
do support the Scheme and consent to dispense with convening, holding and conducting the meeting of Equity Shareholders. Therefore, the meeting of
the Equity Shareholders of the Transferor Company is allowed to be dispensed with.
ii. There are 2 (two) Secured Creditors in relation to the Transferor Company. The Certificate issued by the Chartered Accountants to this effect is
placed at page 87 (Vol. 1) of the typed set filed with the Application. The consent affidavits given by the secured creditors are placed at pages 191 to
193 (Vol. 2) of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the
holding of the meeting of secured creditors. Therefore, the meeting of the Secured Creditors of the Transferor Company are allowed to be dispensed
with.
iii. There are 20 (Twenty) Unsecured Trade Creditors and 3 (Three) Unsecured Creditors in relation to the Transferor Company. The Certificate
issued by the Chartered Accountants to this effect is placed at pages 88 to 90 (Vol. 1) of the typed set filed with the Application. The consent
affidavits given by the Unsecured Trade Creditors and Unsecured creditors are placed at pages 97 to 138 (Vol. 1) & 194 to 199 (Vol. 2) of the typed
set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the holding of the meeting of
Unsecured creditors. Therefore, the meeting of the Unsecured Trade Creditors and Unsecured Creditors of the Transferor Company are allowed to
be dispensed with.
M/s. Cool Cosmetics Private Limited
i. The Transferee Company viz., M/s. Cool Cosmetics Private Limited, has 3 (Three) Equity Shareholders. The Certificate issued by the Chartered
Accountants to this effect is placed at page 97 of the typed set filed with the Application. The consent Affidavits given by the Equity Shareholders are
placed at pages 208 to 217 (Vol. 1) of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and
consent to dispense with convening, holding and conducting the meeting of equity shareholders. Therefore, the meeting of the equity shareholders of
the Transferee Company is allowed to be dispensed with.
ii. There are 4 (four) Secured Creditors in relation to the Transferee Company. The Certificate issued by the Chartered Accountants to this effect is
placed at page 93 (Vol. 1) of the typed set filed with the Application. The consent affidavits given by the secured creditors are placed at pages 270 to
272 (Vol. 2) of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the
holding of the meeting of secured creditors. Therefore, the meeting of the Secured Creditors of the Transferee Company are allowed to be dispensed
with.
iii. There are 54 Unsecured Creditors in relation to the Transferee Company. The list of the Unsecured Creditors is placed at page 94 to 96 of the
typed set filed with the application. The consent affidavit given by the Creditors constituting 93.76% in terms of values, are placed at pages 100 to 207
(Vol. 1) & 273 to 297 (Vol. 2) of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to
dispense with the holding of the meeting of unsecured creditors. Therefore, the meeting of the unsecured creditors of the Transferee Company are
allowed to dispensed with.
The Registry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, RoC concerned and Income Tax
Authorities including the Assessing Officer of the I.T. Circle for both the Companies. The notice is also directed to be issued to the Official Liquidator
in relation to the Transferor Company separately with the direction to appoint CA for filing the report with regard to the affairs of the Company. In
case, the scheme is exempted under the Competition Act, 2002, an affidavit to this effect is to be given. Otherwise, notice to CCI may also be issued.
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 also directed to issue private notice having not less than 30+2 days before the date fixed for filing Petition(s) to the
said authorities/regulators by way of speed post/hand delivery separately. The proof of sending and effecting the service of notice upon them along
with the newspaper publication shall be submitted with the 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 “Indian Express†(Chennai Edition)
and another in vernacular “Dinamani†(Chennai Edition) provided the said newspapers have wide circulation in the State of Tami Nadu, at least a
month before the date fixed for filing the Petition(s). The Applicant Companies are also directed to upload the notice on its website 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 Transferor Company and Transferee Company are directed to file the Petition(s) on or before
19.08.2019.