K Anantha Padmanabha Swamy, Member - (1.) Under adjudication is a joint Company application CA/4/CAA/2017 that has been filed in the matter of the Scheme of Amalgamation. The Applicant Companies, and through this application have prayed for seeking directions: a) dispensing with the convening and holding of the meeting of the Equity Shareholders of the Transferor Company and Transferee Company b) dispensing with the convening and holding of the meeting of the Secured Creditors of the Transferor Company and Transferee Company c) dispensing with the convening and holding of the meeting of the Unsecured Creditors and Trade Creditors of the Transferor Company and Transferee Company d) To fix the date for filing the Company Petition M/s. Augustan Textile Colours Private Limited (Transferor Company) 1. There are 12 Equity Shareholders in the Transferor Company whose particulars are placed at page 151 in the typed set, certified by Shri N Athimoolam Naidu, Director of the Transferor Company and they have given their consent to the said scheme of amalgamation by way of consent affidavits, which are placed from Pages 152 to 171 in the typed set. Hence the holding of the meeting of the Equity Shareholders of the Transferor Company is dispensed with. 2. There are 2 Secured Creditors in the Transferor Company whose particulars are placed at page 146 in the typed set, certified by M/s. Haribhakti & Co. LLP, Chartered Accountants and they have given their consent to the said scheme of amalgamation by way of consent affidavits, which are placed from Pages 318 to 322 in the additional typed set. Hence the holding of the meeting of the Secured Creditors of the Transferor Company is dispensed with. 3. There is one Unsecured Creditor and 229 Trade Creditors whose particulars are placed at page 147 in the typed set and Pages 10 to 16 of the additional typed set, certified by M/s. Haribhakti & Co. LLP, Chartered Accountants and one unsecured creditor and 110 trade creditors, constituting 90.56% of the total credit have given their consent to the said scheme of amalgamation by way of consent affidavit, which are placed from Pages 1 & 2 and pages 17 to 240 of the Additional typed set. Hence the holding of the meeting of the Unsecured Creditor and Trade Creditors of the Transferor Company is dispensed with. M/s. Augustan Knitwear Private Limited (Transferee Company) 1. There are 14 Equity shareholders whose particulars are placed at page 172 in the typed set, certified by Shri N Subramanian, Chartered Accountant, and they have given their consent to the said scheme of amalgamation by way of consent affidavits, which are placed from Page 173 to 194 in the typed set and 7 to 8 of the additional typed set. Shri A Varadharajan, Director of the Transferee Company has certified that two equity shareholders, Mr. N Ayyalusamy Naicker and Mr. Palaniswamy expired and their shares (0.4781%) are not yet transferred to their legal heirs. Hence, the holding of the meeting of the Equity shareholders of the Transferee Company is dispensed with. 2. There are 5 Secured Creditors in the Transferee Company whose particulars are placed at page 149 in the typed set, certified by M/s. Haribhakti & Co. LLP, Chartered Accountants and they have given their consent to the said scheme of amalgamation by way of consent affidavits, which are placed from Pages 315 to 322 in the additional typed set. Hence the holding of the meeting of the Secured Creditors of the Transferee Company is dispensed with. 3. There is no Unsecured Creditor in the Transferee Company and the same has been certified by M/s. Haribhakti & Co. LLP, Chartered Accountants. There are 224 Trade Creditors whose particulars are placed at 241 to 246 of the additional typed set. The consent affidavits of 33 Trade Creditors, constituting 90.53% of the total credit are placed at pages 247 to 313 of the Additional typed set. Hence the holding of the meeting of the Trade Creditors of the Transferee Company is dispensed with.
(2.) Looking to the prayers made in the application in relation to the scheme of amalgamation in respect of the Transferor and Transferee companies, this Bench directs the issue of notices to the Regional Director, Ministry of Corporate Affairs, ROC concerned and Income Tax authorities. As the applicant companies are private limited companies, there is no requirement to send notice to SEBI and other stock exchanges. The Applicants have to file an affidavit that they are exempted under the Competition Act and Regulations. Otherwise, they should approach CCI for necessary clearance. The authorities are directed to make objections/representations, if any, within 30 days from the date of the receipt of notice. In case no objection/representation is received within the stipulated time it shall be deemed that they do not have any objections.
(3.) In respect of the Transferor Company, the Registry is also directed to issue notice to the Official Liquidator who in turn, shall appoint a Chartered Accountant and submit a report with regard to the Transferor Company within four weeks from the date of receipt of this order.;