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TMI Blog2021 (1) TMI 116X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditor of the Transferor Company and Shareholders of the Transferee Company; and to direct for convene the meeting of the Unsecured Creditors of the Transferor Company. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) Supangita Engineers Private Limited (hereinafter referred as the Transferor Company/ Applicant Company No. 1) is Private Limited Company, was incorporated on 30.03.1985, under the provisions of the Companies Act, 1956 bearing CIN: U85110KA 1985PTC006800 and having its registered office situated at No. 7C/D, Bommasandra Industrial Area, Bengaluru - 560 099. Its Authorised Share Capital is Rs. 50,00,000/- (Rupees Fifty Lakhs only ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arly, other two Shareholders have filed their respective Affidavit dated 30.06.2020 with similar declaration, for approval of the proposed Scheme. (3) Ramesh Rao & Co. LLP, Chartered Accountants, have issued a Certificate dated 30.06.2020, by certifying that there are (2) two Secured Creditor in the Transferor/ Applicant Company No. 1 as on 30th June, 2020 viz., HSBC Overdraft Account, due amount of Rs. 74,492,056 and HSBC Buyers Credit Account, due arnount of Rs. 31,656,296/- as on 30.9.2019. Accordingly, Mr. Dilip Gopinath, Senior Vice President (Business Banking) of The Hong Kong and Shanghai Banking Corporation Limited (HSBC) has filed an Affidavit dated 10.11.2019, by inter alia stating that he is a Secured Creditor of the Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cts of Applicant Company No. 2/Transferee Company are inter-alia to carry on the business of Mechanical Engineers, manufacturers of Machinery and Machinery accessories, Machine Tools and accessories, Magnetic, pneumatic, hydraulic, Electric, Electro Hydraulic, Electro Magnetic, Electro pneumatic Elements and equipment used in machine tools and general machinery etc. (6) Ramesh Rao & Co. LLP, Chartered Accountants, have issued a Certificate dated 30.06.2020, by certifying that there are 03 (three) Shareholders in the Applicant Company No.2/ Transferee Company as on 30.06.2020 viz., U. M. Suresh Rao, holding 310 Equity Shares of Rs. 100/- each, Sangita Navada, holding 650 Equity Shares of Rs. 100/- each, and Suparna Sharma, holding 40 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor Company and Transferee Company to achieve their respective business objectives more effectively, and offer opportunities to their respective managements to vigorously pursue growth opportunities and to focus on its remaining business activities by streamlining operations and reducing costs etc. (11) It is further stated that no investigations, proceedings and winding up proceedings are pending against the Applicant Companies u/ s XIV of the Act, or under the Companies Act, 1956. 3. Heard Shri Raghuram Cadambi, Learned Counsel for the Applicant Companies, through Video Conference. We have carefully of perused the pleadings of the party and extant provisions of the Companies Act, 2013, and the Rules made thereunder, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting of the Unsecured Creditors of the Transferor Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. 6. In the result, C.A. (CAA) No.47/BB/2020 is disposed of with the following directions: (i) It is hereby dispensed with the convening and holding the meetings of the Shareholders and Sole Secured Creditor of the Transferor Company and Shareholders of the Transferee Company. (ii) The meeting of the Unsecured Creditors including Trade Payables of the Applicant Company No. 1 /Transferor Company be convened and held on 3rd February, 2021 at 11:00 AM, through Video Conference for the purpose of considering and, if thought fit, approving with or without modificati ..... X X X X Extracts X X X X X X X X Extracts X X X X
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