Ch. Mohd Sharief Tariq, Member - (1.) Under consideration are six Applications Nos. , CA/190/CAA/CB/2017, CA/191/CAA/CB/2017, CA/192/CAA/CB/2017, CA/193/CAA/CB/2017 and CA/194/CAA/CB/2017 filed under Sections 230 to 232 of the Companies Act, 2013. Since all the six Applications are with regard to the single Scheme of Amalgamation and Arrangement (Demerger), we take them together to pass a common order. CA/189/CAA/CB/2017
(2.) In relation to the Demerged company viz., M/s. Ambattur Clothing Private Limited, there are three equity shareholders. The list of shareholders is placed at page 222 of the typed set filed with the Application. The consent affidavits given by the above three shareholders are placed at pages 223 to 228 of the typed set filed with the Application, wherein it has been deposed that they did support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. In the light of the affidavits placed on record, the requirement under law has been fulfilled. Therefore, we order to dispense with the meeting of the equity shareholders of the Demerged company. ii. The Demerged company has one secured creditor. The certificate of the Chartered Accountant to the effect is placed at page 202 of the typed set of Application. The Counsel for the Applicant submitted that he would file the consent affidavit of the sole secured creditor at the time of filing of the Petition. We dispense with the meeting of the secured creditor subject to condition that the Applicant would file the consent affidavit of the secured creditor at the time of filing of the Petition. iii. As far the unsecured creditors are concerned, Demerged company has 338 unsecured creditor. The certificate of the Chartered Account confirming the number of unsecured creditors is placed at page 203 of the typed set filed with the Application. We order for convening, holding and conducting of the meeting of unsecured creditors on 20.12.2017 at 11.00 a.m. in the premises at Ambattur Industrial Estate Manufacturer's Association, SIDCO AIEMA Tower, ATC Road, Ambattur Industrial Estate, Chennai - 600 058. We appoint Mr. Solaiselvan, (Chief Financial Officer for the Group) as Chairman for the meeting of the unsecured creditors. We fix the quorum for meeting at 50 and constituting 25% or more in value of the total unsecured credit. In case the quorum is not there at the designated time, when the meeting is called, 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 notice of the meeting of unsecured creditors shall be issued at least not less than 30 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the unsecured creditors available with the Demerged company. The Demerged company is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to unsecured creditors well before the date fixed for the meeting. Those who received the notices may vote in the meeting either in person or through proxy for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the reports of the meeting of unsecured creditors before this Bench. 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. CA/190/CAA/CB/2017
(3.) The 1st Transferor Company viz., M/s. Ambattur Constructions Private Limited has two equity shareholders. The list of shareholders is placed at page 193 of the typed set filed with the Application. The consent affidavits given by the two shareholders are placed at pages 194 to 198, 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, we order to dispense with the meeting of the equity shareholders of the 1st Transferor company. ii. There is no secured creditor in the 1st Transferor Company. The certificate issued by the Chartered Accountant in this regard is placed at page 189 of the typed set filed with the Application. However, there is one unsecured creditor whose consent affidavit is placed at pages 191 and 192 of the typed set filed with the Application. iii. In the light of the Affidavit filed in respect of the unsecured creditor, the requirement under law has been fulfilled. Therefore, under clause (9) of the Section 230 of the Companies Act 2013, we order to dispense with the meeting of the unsecured creditor of the 1st Transferor company. CA/191/CAA/CB/2017;