Mohd Sharief Tariq, Member - (1.) Under consideration are five Applications No. CA/219/CAA/CB/2017, CA/220/CAA/CB/2017, CA/221/CAA/CB/2017, CA/222/CAA/CB/2017 and CA/223/CAA/CB/2017 filed under Sections 230 to 232 of the Companies Act, 2013. Since all the Applications are with regard to the single Scheme of Arrangement (Demerger) , all of them are taken up together to pass a common order. CA/219/CAA/2017
(2.) In relation to the 1st Demerged Company viz., M/s. Lakshmi Technology and Engineering Industries Limited, there are nine (9) equity shareholders. The list of shareholders is placed at page 186 of the typed set filed with the Application. The consent affidavits given by the equity shareholders are placed at pages 187 to 204 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. In the light of the Affidavits placed on record, the requirement under law has been fulfilled. Therefore, the meeting of the equity shareholders of the 1st Demerged Company is dispensed with. ii) The 1st Demerged Company has one secured creditor. The certificate of the Chartered Accountant to the effect is placed at pages 205 of the typed set filed with the Application. The sole secured creditor has given consent affidavit which is placed at pages 207 and 208 of the typed set filed with the Application wherein it has been deposed that it has no objection for the proposed Scheme and dispensing with the meeting of secured creditor. In the light of the affidavit filed in respect of the secured creditor, the requirement under law has been fulfilled. Therefore, under clause (9) of Section 230 of the Companies Act 2013, the meeting of the secured creditor is dispensed with. iii) The 1st Demerged Company has 182 unsecured creditors. The certificate of the Chartered Accountant to the effect and the list of unsecured creditors are placed at pages 209 to 215 of the typed set filed with the Application. The meeting of unsecured creditors shall be conducted on 24.02.2018 at 10.35 a.m. in the premises at Nani Kalai Arangam, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore -641 037. Mr. K. Selvaraj (Director) alternatively, Mr. Varatharaja Perumal Ramanujam (Director) is appointed as Chairman for the meeting of the unsecured creditors. The quorum for meeting is fixed at 50. 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 person 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 is available with the 1st Demerged Company. The 1st 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 report 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/220/CAA/2017
(3.) In relation to the 2nd Demerged Company viz., M/s. Lakshmi Cargo Company Limited, there are seven (7) equity shareholders. The list of the shareholders is placed at page 192 of the typed set filed with the Application. The consent affidavits given by them are placed at pages 193 to 206 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. In the light of the Affidavits placed on record, the requirement under law has been fulfilled. Therefore, the meeting of the equity shareholders of the 2nd Demerged Company is dispensed with. ii) The 2nd Demerged Company has one secured creditor. The certificate of the Chartered Accountant to the effect is placed at page 207 of the typed set filed with the Application. The sole secured creditor has given consent affidavit which is placed at pages 208 and 209 of the typed set filed with the Application wherein it has been deposed that it has no objection for the proposed Scheme and dispensing with the meeting of secured creditor. In the light of the affidavit filed in respect of the secured creditor, the requirement under law has been fulfilled. Therefore, under clause (9) of the Section 230 of the Companies Act 2013, the meeting of the secured creditor of the 2nd Demerged Company is dispensed with. iii) The 2nd Demerged Company has 470 unsecured creditors. The certificate of the Chartered Accountant to the effect and the list of the unsecured creditors are placed at page 210 to 225 of the typed set filed with the Application. The meeting of unsecured creditors shall be conducted on 24.02.2018 at 12.05 P.M. in the premises at Nani Kalai Arangam, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore -641 037. Mr. N.R. Selvaraj (Director) alternatively, Mr. Arun Vasu (Director) is appointed as Chairman for the meeting of the unsecured creditors. The quorum for meeting is fixed at 50. 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 person 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 is available with the 2nd Demerged Company. The 2nd 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/221/CAA/2017;