Ch. Mohd Sharief Tariq, Member - (1.) Under consideration is a joint Application filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to dispense with convening, holding and conducting of the meeting of equity shareholders, secured/unsecured creditors in relation to the 1, Transferor Company, 2nd Transferor Company and Transferee Company.
(2.) M/S. Wheat Energy Foods Private Limited i. The 1st Transferor Company viz., M/s. Wheat Energy Foods Private Limited has four equity shareholders and it is a wholly owned subsidiary of the Transferee Company. The list of shareholders is placed at page 38 of the typed set filed with the Application. The consent affidavits given by all the four equity shareholders are placed at pages 39 to 49 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. Therefore, the meeting of the equity shareholders of the 1st Transferor company is allowed to be dispensed with. ii. There is no secured/unsecured creditor in relation to the 1st Transferor Company. The certificates issued by the Charted Accountant to this effect are placed at pages 50 and 51 of the typed set filed with the Application. iii. The Registry is directed to issue notice to the Official Liquidator in respect of the 1st Transferor Company. The Official Liquidator shall appoint Chartered Accountant on his own for the purpose of preparation of the report which shall be submitted to this Bench within four weeks from the date the copy of this order is received.
(3.) M/S. M A Patel and Sons Private Limited As regards the 2nd Transferor Company viz., M/s. M A Patel and Sons Private Limited, it has eleven shareholders. The list of shareholders is placed at page 92 of the typed set filed with the Application. The consent affidavits given by all the eleven equity shareholders are placed at pages 93 to 114 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. i. Therefore, the meeting of the equity shareholders of the 2nd Transferor Company is allowed to be dispensed with. ii. There is no secured creditor in relation to the 2 nd Transferor Company. The certificate issued by the Charted Accountant to this effect is placed at page 115 of the typed set filed with the Application. iii. As regards, the unsecured creditors, there are nine unsecured creditors who have given their consent affidavits. The certificate of the Chartered Accountant to that effect and the consent Affidavits of the unsecured creditors are placed at pages 116 and 118 to 135 respectively of the typed set filed with the Application. Therefore, the meeting of the unsecured creditors is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. iv. The Registry is directed to issue notice to the Official Liquidator in respect of the 2nd Transferor Company. The Official Liquidator shall appoint Chartered Accountant on his own for the purpose of preparation of the report which shall be submitted to this Bench within four weeks from the date the copy of this order is received.;