Ch. Mohd. Sharief Tariq, Member - (1.) Under consideration are four Applications i.e. , TCA(HC)/142/CAA/2017, TCA (HC)/143/CAA/2017 and TCA (HC)/144/CAA/2017, filed under Sections 230 to 232 of the Companies Act, 2013. Since all the four Applications are with regard to the single Scheme of Amalgamation, we take them together to pass a common order. TCA(HC)/141/CAA/2017
(2.) The prayer made in the application of the 1st Transferor Company (M/s. Kamadgiri Industries Limited) is for direction to convene, hold and conduct the meeting of the equity shareholders for passing the resolution to approve the Scheme of Amalgamation. There are 14 shareholders in the applicant company. We direct for convening, holding and conducting of the meeting of the equity shareholders. The meeting shall be held on 18.11.2017 at 11.30 a.m. at Race Course Mansion, Second Floor, 8/1M, Race Course, (above Kongu Masala Restaurant), Near Thomas park Bus Stop, Coimbatore-641 018. (i) We appoint Mr. V.V. Venkateshwaran, Chartered Accountant, as the Chairman of the meeting. The quorum shall be 7 equity shareholders present in person or by proxy. In case there is no quorum at the designated time of the meeting, then the meeting shall be adjourned by half an hour, and thereafter, the persons present for voting shall be deemed to constitute the quorum. The voting by the proxy shall be permitted provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting. Notice for the meeting shall be sent by the Chairman of the meeting by registered post or speed post or courier or e-mail or hand delivery as per the last known addresses of the equity shareholders at least one month before the date fixed for the meeting. The person who receives the notice within one month from the date of receipt of notice can vote in the meeting either in person or through proxy or the mode mentioned in the notice of the meeting to the adoption of the scheme of amalgamation. (ii) The Chairman is directed to ensure the availability of all the necessary facilities for the purpose of voting in the meeting so that the proceedings of the meeting may take place in a just, free and fair manner. The Chairman of the meeting is at liberty to fix his remuneration as per the practice in vogue and the company shall pay the same to him. The Chairman shall file the report of the meeting to this Bench within one week from the date of the meeting. (iii) In relation to 1st Transferor company, it has been submitted that there is no secured creditor and the certificate issued by the independent Chartered Accountant to that effect is placed at page 191 of the typed set filed with the Application. (iv) The 1st Transferor Company has two unsecured creditors whose consent by way of affidavit has been obtained and are placed at pages 194 to 197 of the types set filed with the Application. Therefore, we order to dispense with the meeting of the unsecured creditors, under Sub-section 9 of Section 230 of the Companies Act-2013. TCA (HC)/142/CAA/2017
(3.) The prayer made in the application of the 2nd Transferor company (M/s. Ramvilas Industries Limited) is for direction to convene, hold and conduct the meeting of the equity shareholders for passing the resolution to approve the Scheme of Amalgamation. There are 12 shareholders in the applicant company. We direct for convening, holding and conducting of the meeting of the equity shareholders. The meeting shall be held on 16.11.2017 at 3.30 p.m. at Sri Saraswathi Kalai Koodam, No. 30, Amman Kovil Street, Oreleanpet, Pondicherry-605 005. (i) We appoint Mr. V.V. Venkateshwaran, Chartered Accountant, as the Chairman of the meeting. The quorum shall be 6 equity shareholders present in person or by proxy. In case there is no quorum at the designated time of the meeting, then the meeting shall be adjourned by half an hour, and thereafter, the persons present for voting shall be deemed to constitute the quorum. The voting by the proxy shall be permitted provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting. Notice for the meeting shall be sent by the Chairman of the meeting by registered post or speed post or courier or e-mail or hand delivery as per the last known addresses of the equity shareholders at least one month before the date fixed for the meeting. The person who receives the notice within one month from the date of receipt of notice can vote in the meeting either in person or through proxy or the mode mentioned in the notice of the meeting to the adoption of the scheme of amalgamation. (ii) The Chairman is directed to ensure the availability of all the necessary facilities for the purpose of voting in the meeting so that the proceedings of the meeting may take place in a just, free and fair manner. The Chairman of the meeting is at liberty to fix his remuneration as per the practice in vogue and the company shall pay the same to him. The Chairman shall file the report of the meeting to this Bench within one week from the date of the meeting. (iii) In relation to 2nd Transferor company, it has been submitted that there is no secured creditor and the certificate issued by the independent Chartered Accountant to that effect is placed at page 139 of the typed set filed with the Application. (iv) The 2nd Transferor Company has three unsecured creditors whose consent affidavits are placed at pages 142 to 147 of the types set filed with the Application. Therefore, we order to dispense with the meeting of the unsecured creditors, under Sub-section 9 of Section 230 of the Companies Act-2013. TCA (HC)/143/CAA/2017;