IN RE Vs. KASTHURI MILLS LIMITED

JUDGEMENT

(1.) Under consideration are two Company Petition Nos. 200/CAA/2017 and 201/CAA/2017. The Petitions have been filed under Section 230 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The purpose of the Company Petitions are to obtain sanction of the Scheme. of Amalgamation (in Short, 'Scheme') by virtue of which M/s. The Kasthuri Mills Limited (hereinafter referred to as Transferor Company') will get merged with M/s. Senthil Fruit Products Private Limited (hereinafter referred to as Transferee Company') as a going concern.

(2.) The Transferor Company is a Public Limited Company, it was incorporated on 26.01.1938 under the Companies Act, 1913, having its Registered Office at Post Box No.3505, Trichy Road, Ondipudur, Coimbatore, Tamilnadu. The main objects of the Transferor Company are to carry on the business of ginning, spinning, wearing or manufacturing or dealing in cotton or other fibrous substances and the preparation, dyeing, bleaching, or colouring of any of the said substances and sale of yarn, cloth or other manufactured fibrous products, etc. The Transferee Company is a Private Limited Company, it was incorporated on 21.01.1986 under the Companies Act, 1956, having its Registered Office at No. 107, Sengupta Street, Ramnagar, Coimbatore, Tamilnadu. The main objects of the Transferee Company are to set up, establish, process, acquire, purchase outright or on lease and/or. take over fruit/vegetable processing business with all or any of its fixed and floating assets, goodwill, rights, licenses, etc. The Board of Directors of Petitioner Companies, vide its Resolution dated 20.02.2017, approved the said Scheme of Amalgamation.

(3.) This Bench vide its Order dated 01.06.2017, in CA/71 & 72/CAA/2017, directed to convene, hold and conduct the Meeting of the Equity Shareholders of both the Companies. There is no Secured and Unsecured Creditor in both the Companies. The Counsel for the Petitioners had filed a Memo dated 06.06.2017, prayed to modify the Order dated 01.06.2017 by permitting the Meeting of the Equity Shareholders of the Companies to be held on 20.07.2017 instead of 05.07.2017. Considering the request made by the Counsel for the Petitioners, this Bench vide Order dated 09.06.2017 modified the order dated 01.06.2017 by fixing the Meeting on 20.07.2017. In this regard, the Chairman has already filed his Report. In short the Petitioner Companies complied with all the orders passed by this Bench.