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TMI Blog2021 (4) TMI 763X X X X Extracts X X X X X X X X Extracts X X X X ..... ene the meeting of the Unsecured Creditors of the Applicant Companies by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. - Application allowed. - C. A. (CAA) No. 21/BB/2021 - - - Dated:- 24-3-2021 - Rajeswara Rao Vittanala, Member (J) And Ashutosh Chandra, Member (T) For the Appellant : Thirupal Gorige ORDER Rajeswara Rao Vittanala, Member (J) 1. C.A. (CAA) No. 21/BB/2021 is filed by M/s. Varidhi Hygiene Products Private Limited (hereinafter referred to as Applicant Company No. 1/Transferor Company') and M/s. Origami Cellulo Private Limited (hereinafter referred to as Applicant Company No. 2/Transferee Company') under Sections 230, 85, 232 of the Companies Act, 2013, by inter alia seeking to dispense with the meeting of Equity Shareholders of the Applicant Companies and to dispense or direct the Company to conduct the meeting of Secured and Unsecured Creditors of the Applicant Companies. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. Varidhi Hygiene Products Private Limited (hereinafter referred to as 'Appl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing outstanding amount of ₹ 5,98,86,198/- and has no objection to the above Scheme. (4) M/s. VUSA Associates LLP, Chartered Accountant, have issued a Certificate dated 24.11.2020 by certifying that there are 63 (Sixty Three) Unsecured Creditors in Transferor Company as on 31.08.2020 viz., Mr. Manoj Kumar Pachisia due amounting to ₹ 4,26,30,000/-, Mr. Neelam Pachisia due amounting to ₹ 7,26,60,000/-, Mr. Amit Talati due amounting to ₹ 1,80,90,210.50/-, M/s. Atul Trading Corporation due amounting to ₹ 15,435/- etc. The Transferor Company seeks to convene the meeting of the Unsecured Creditors for the proposed scheme of Amalgamation. (5) M/s. Origami Cellulo Private Limited (hereinafter referred to as Applicant Company No. 2/Transferee Company') was incorporated as Private Limited Company, under the provisions of Companies Act, 1956 bearing CIN: U21090KA2012PTC062551 and having its registered office situated at No. 126A, Sri Ranga complex, Ashwath Nagar, above Canara Bank, Bangalore - 560094. Its Authorised Share Capital is ₹ 7,00,00,000/- divided into 7,00,000 Equity shares of ₹ 100/- each and the Issued, Subscribed and Paid-u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their consent affidavits stating that they have no objection for the aforesaid scheme. (8) Further, the said Chartered Accountant has issues another certificate dated 24.09.2020 by certifying that there is 01 (One) Compulsory Convertible Debentures (CCD) holder in the Transferee Company as on 01.04.2020 31.08.2020 viz., M/s. Banyan Tree Growth Capital II, LLC holding 4,000 Compulsory Convertible Debentures. Accordingly, Mr. Rahul Kurup, Authorized Representative of M/s. Banyan Tree Growth Capital II, LLC has filed an affidavit dated 16.12.2020 inter-alia stating that they holds 4000 CCD of ₹ 1,00,000/- each of the Transferee Company and has no objection for the aforesaid Scheme. (9) M/s. Singhi Co., Chartered Accountants, have issued a Certificate dated 28.11.2020 by certifying that there are 548 (Five Hundred and Forty Eight) Unsecured Creditors in Transferee Company as on 31.08.2020 viz., Mr. Manoj Kumar Pachisia due amounting to ₹ 2,36,30,251/-, Mr. Neelam Pachisia due amounting to ₹ 2,45,08,533/-, M/s. Banyan Tree Growth Capital li Llc due amounting to ₹ 1,11,69,642/-, M/s. Atul Trading Corporation due amounting to ₹ 15,435/- etc. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubmitted that the Scheme in question is made in the best interests of the Applicant Companies, and their respective Shareholders. He has pointed out that the Chartered Accountants, after verifying the records of the Company, have duly certified the existing Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies. 5. As stated supra, the Companies has 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 Auditors/Chartered Accountants of the Companies have also issued respective Certificates by inter-alia certifying the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/s 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application. Therefore, we are convinced with the case, made out by the Applicants so as to grant relief as sought for, by dispensing with the meeting of Equity Shareholders and Secured Creditors of the Applicant Companies a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be ₹ 80,000/- and for Scrutiniser shall be ₹ 30,000/-. 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 Transferee Company shall be published in English Daily The Hindu and in Kannada Daily Udayavani . (v) The Applicant Companies and the Chairperson and Scrutiniser appointed in the case, are hereby directed to follow all extant provisions of the Companies Act, 2013 r/w Companies (Compromises, Arrangements and Arrangements) Rules, 2016 in convening above meetings. (vi) The Chairperson and Scrutinizer are directed to file their respective reports with Registry of this Tribunal, within two weeks from the date of conclusions of respective meeting, and thereafter, the Applicant Companies are hereby granted two weeks to file appropriate Company petition, in accordance with law, to seek sanction of the Scheme i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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