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TMI Blog2021 (7) TMI 873X X X X Extracts X X X X X X X X Extracts X X X X ..... ation allowed. - C.A. (CAA) No. 26/BB/2021 - - - Dated:- 4-6-2021 - Ashok Kumar Borah, Member (J) And Ashutosh Chandra, Member (T) For the Appellant : K. Dushyantha Kumar ORDER Ashutosh Chandra, Member (T) 1. C.A. (CAA) No. 26/BB/2021 is filed by M/s. Kanunga Extrusions Private Limited and 3 others ('Applicant Companies') under Sections 230 to 232 Read with Section 66 of the Companies Act, 2013 and Rule 3(2) of the Companies (CAA) Rules, 2016 by inter alia seeking to dispense with the meetings of the Equity Shareholders and Unsecured Creditors of all the Applicant Companies and Secured Creditors of Transferee Company. 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. Kanunga Extrusion Private Limited (KEPL) (hereinafter referred to as Applicant/Transferee Company') was incorporated, under the Companies Act, 1956 on 14.08.1998 with CIN: U27105KA1998PTC024082 having registered office situated at No. B-05, 5th Floor, Solus Jain Heights, 1st Cross, J.C. Road Bangalore -560027. Its Authorised Share Capital is ₹ 6,00,00,000/- divided into 6,00,000 Equity Shares o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company as on 01.03.2021 viz., M/s. VRC Technology Private Limited due amounting to ₹ 54,94,50,000/-, Mr. Jitendra Kanunga due amounting to ₹ 2,04,84,049.89/- etc. Accordingly, Mr. Jitendra Kanunga, Director of M/s. VRC Technology Private Limited has filed an affidavit dated 15.04.2021 inter-alia stating that they are Unsecured Creditor of the Transferee Company owed an amount of ₹ 54,94,50,000/- and has given consent to the scheme and confirm that he has no objection for the dispensation of the meeting of the Unsecured Creditors. Similarly other 2, Unsecured Creditors has also filed their Affidavit with similar declaration for the proposed Scheme of Arrangement. (5) M/s. Tanzii Advisory Private Limited ( TAPL ) (hereinafter referred to as Applicant/Transferor Company No. 1') was incorporated, under the provisions of the Companies Act, 1956 on 09.04.2013 with CIN: U74900KA2013PTC141333 having registered office situated at Plot No. 22/4, Room No: 7, New Timber Yard Layout, Mysore Road Bangalore 560026. Its Authorised Share Capital is ₹ 6,00,000/- divided into 6,00,000 Equity Shares of Re. 1/- each and the Issued, Subscribed and Paid-up Capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Mysore Road Bangalore 560026. Its Authorised Share Capital is ₹ 6,00,000/- divided into 6,00,000 Equity Shares of Re. 1/- each and the Issued, Subscribed and Paid-up Capital is ₹ 5,00,000/- divided into 5,00,000 Equity Shares of Re. 1/- each as on 31.03.2020. The Transferor Company No. 2 is inter-alia engaged to carry on the business of trading, buying, selling, marketing, net marketing, indenting agents, whole selling, retailing, consignor, supplying, distributor, dealer of all types of homecare products and consumer goods, household goods etc. (9) M/s. Swadhin Chhajed And Associates, Chartered Accountants, have issued a Certificate dated 05.04.2021 by certifying that there are 07 (Seven) Equity Shareholders in Transferor Company No. 2 as on 01.03.2021, viz., M/s. VRC Technology Private Limited holding 2,49,000 Equity Shares, M/s. Tanzil Advisors Private Limited holding 2,48,500 Equity Share etc. Accordingly, Mr. Jitendra Kanunga, the Director of M/s. Tanzil Advisors Private Limited has filed an Affidavit dated 15.04.2021 by inter alia stating that they are Equity Shareholder holding 2,48,500 Equity Shares in the Transferor Company No. 2 and given consent to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Affidavit dated 15.04.2021 by inter alia stating that they are Equity Shareholder holding 2,79,900 Equity Shares in the Transferor Company No. 3 and given consent to the scheme and confirm that he has no objection for the dispensation of the meeting of the Equity Shareholders. Similarly, Another Equity Shareholder except 01 (One) Equity Shareholders have filed their Affidavit with similar declaration for the proposed Scheme of Arrangement. (13) M/s. Swadhin Chhajed and Associates, Chartered Accountants, have issued a Certificate dated 05.04.2021 by certifying that there is 01 (One) Unsecured Creditors in Transferor Company No. 3 as on 01.03.2021, viz., Ms. Hema Kananga due amounting to ₹ 20,500/-. Accordingly, Ms. Hema Kananga, has filed an affidavit dated 15.04.2021 inter-alia stating that she is Unsecured Creditor of the Transferor Company No. 2 owed an amount of ₹ 20,500/- and has given consent to the scheme and confirm that he has no objection for the dispensation of the meeting of the Unsecured Creditors. Further, the said Chartered Accountants, have issued another Certificate dated 05.04.2021 by certifying that there are no Secured Creditors in Transferor C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Unsecured Creditors of the Applicant Companies and Secured Creditors of the Transferee Company. 6. In the result, C.A. (CAA) No. 26/BB/2021 is disposed of with the following directions: (i) Convening and holding of the meetings of the Equity Shareholders of all the Applicant Companies are hereby dispensed with; (ii) Convening and holding of the meeting of the Unsecured Creditors of the Applicant Companies is hereby dispensed with; (iii) Convening and holding of the meeting of the Secured Creditors of the Transferee Company is hereby dispensed with; (iv) The Applicant Companies are directed to issue paper notification one in English language The Hindu and o ..... 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