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TMI Blog2021 (1) TMI 449X X X X Extracts X X X X X X X X Extracts X X X X ..... d filed necessary documents along with the Application. Therefore, we are convinced with the case as made out by the Applicants so as to grant relief as sought for, by dispensing the meeting of the Shareholders and Secured Creditors of the Applicant Companies and to order to convene the meeting of the Unsecured Creditors of the Applicant Companies by appointing the Chairperson and Scrutinizer for convening the meeting by fixing venue, time, quorum etc. Various directions regarding holding and dispensation of various meetings, issued - application allowed. - C.A. (CAA) No. 27/BB/2020 - - - Dated:- 24-6-2020 - Rajeswara Rao Vittanala, Member (J) And Ashutosh Chandra, Member (T) For the Appellant : Saji. P. John ORDER Rajeswara Rao Vittanala, Member (J) 1. C.A.(CAA) No. 27/BB/2020 is filed by M/s. Fit Glow Healthcare Private Limited (Applicant Company No. 1/Transferor Company No. 1') M/s. Body Cupid Cosmetics Private Limited (Applicant Company No. 2/Transferor Company No. 2') M/s. Hindveda Private Limited ('Applicant Company No. 3/Transferee Company') under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertificate dated 09.06.2020 certifying that there are 28 (Twenty Eight) Unsecured Creditors in the Applicant Company No. 1 as on 31.03.2020 aggregating amount of ₹ 25,17,18,295/- (Rupees Twenty Five Crore Seventeen Lakhs Eighteen Thousand Two Hundred and Ninety Five only). The Applicant Company No. 1 seeks to convene the meeting of the Unsecured Creditors for the proposed scheme of Arrangement. (4) M/s. Body Cupid Cosmetics Private Limited (hereinafter referred as the Applicant/Transferor Company No. 2) was incorporated on 13.01.2016 under the provisions of the Companies Act, 2013 bearing CIN: U52190KA2016PTC085256 and PAN No. AAGCB5751N and having its registered office situated at No. 303, Palms Square, 3rd Floor, No. 125, Brigade Road Bangalore-560025. Its Authorised Share Capital is ₹ 5,00,000/- divided into 50,000 Equity Shares of ₹ 10/- each and the Issued, Subscribed and Paid-up Share Capital is ₹ 1,00,000/- divided into 10,000 Equity Shares of ₹ 10/- each. The main objects of Transferor Company No. 2 is inter-alia engaged in business of undertaking research and development ( R D ) activities in the area of personal care and nutraceutical pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... utical products of all types of their own as well as related parties brands on e-commerce (only B2B) platforms and brick mortar stores etc. (8) M/s. Hegde More, Chartered Accountants, have issued a Certificate dated 09.06.2020 by certifying that there are 03 (Three) Equity Shareholders of the Applicant Company No. 3 as on 31.03.2020 viz., M/s. WOW Skin and Life Sciences B.V. holding 4,96,003 Equity Shares of ₹ 10/- each, Ms. Jyothi Diwanchand Chowdhary holding 01 Equity Share of ₹ 10/- each Ms. Mansi Chowdhary holding 01 Equity Share of ₹ 10/- each. Accordingly, Ms. Jyothi Diwanchand Chowdhary, the authorised signatory of M/s. WOW Skin and Life Sciences B.V. has filed an Affidavit dated 15.06.2020 by inter alia stating that they are holding 4,96,003 Equity Shares of ₹ 10/- each aggregating to ₹ 49,60,030/- in the Applicant Company No. 3 and has given consent for the Scheme and for dispensation of the meeting. Similarly, the other two Shareholders also filed their respective Affidavits, with similar declaration, for the proposed Scheme and dispensation of their meetings. (9) M/s. Hegde More, Chartered Accountants has issued another certifi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inted out that the Chartered Accountant, after verifying the records of the Companies, have duly certified the existing Shareholders and Creditors of the Companies. 5. As stated supra, the Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditor/Chartered Accountants of the Applicant Companies have issued Certificate dated 09th June, 2020 by inter-alia certifying that accounting treatment as prescribed U/s 133 of the Companies Act, 2013 with reference to the Scheme in question is complied with. The Applicant Companies have disclosed all material facts relating to the Scheme in question and filed necessary documents along with the Application. Therefore, we are convinced with the case as made out by the Applicants so as to grant relief as sought for, by dispensing the meeting of the Shareholders and Secured Creditors of the Applicant Companies and to order to convene the meeting of the Unsecured Creditors of the Applicant Companies by appointing the Chairperson and Scrutinizer for convening the meeting by fixing venue, time, quorum etc. 6. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. The Notice of the meeting of the Unsecured Creditors of the Applicant Company No. 2 shall be published in English Daily The Hindu and in Kannada Daily Udayavani . (iv) The Meeting of the Unsecured Creditors of the Applicant Company No. 3 be convened and held on 14.08.2020 at 12.00 P.M. at the registered office of the company i.e., No. 303, Palms Square, Brigade Road Bangalore-560025 for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Dr. K.S. Ravichandran, having address at #S-311, 3rd Floor, Manipal Centre, Dickenson Road, Bengaluru - 560042, Contact No: 9443026172, email: [email protected] is appointed as Chairperson and Mr. R. Ramachanderan, having address at #A/4, 32nd Cross, 3rd Main, Jayanagar 7th Block, Bengaluru - 560 070, Contact No. 9900013644, email: [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairper ..... X X X X Extracts X X X X X X X X Extracts X X X X
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