REVANTHA HOLDINGS LIMITED Vs. LAKSHMI CARGO COMPANY LIMITED

JUDGEMENT

(1.) Under consideration are Application Nos. CA/17/CAA/CB/2018 and CA/18/CAA/CB/2018 filed under Sections 230 to 232 of the Companies Act, 2013. The prayers made in CA/17/CAA/CB/2018 are to order to dispense with convening, holding and conducting of the meeting of equity shareholders, secured/unsecured creditors of the Transferor Company. In CA/18/CAA/CB/2018, it has been prayed to order to dispense with convening, holding and conducting of the meeting of equity shareholders, secured creditor and for convening, holding and conducing of the meeting of the unsecured creditors.

(2.) The Transferor Company viz., M/s. Revantha Holdings Limited has Eight (8) equity shareholders. The list of shareholders is placed at page 82 of the typed set filed with the Application. The consent affidavits given by the equity shareholders are placed at pages 83 to 100 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 Transferor Company is allowed to be dispensed with. There is no secured/unsecured creditor in relation to the Transferor Company. The certificate issued by the Charted Accountant to this effect is placed at page 101 of the typed set filed with the Application.

(3.) The Transferee Company viz., M/s. Lakshmi Cargo Company Limited has seven (7) equity shareholders. The list of equity shareholders is placed at page 117 of the typed set filed with the Application. The consent affidavits given by the equity shareholders are placed at pages 118 to 131 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 shareholders of the Transferee Company is allowed to be dispensed with. There is one secured creditor in the Transferee Company. The certificate issued by the Charted Accountant to this effect is placed at page 132 of the typed set filed with the Application. The consent affidavit given by the sole secured creditor is placed at pages 133 and 134 of the typed set filed with the Application. Therefore, the meeting of the secured creditor is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. ii. The Transferee Company has 444 unsecured creditors. The certificate of the Chartered Accountant to th&teffect and the list of the unsecured creditors are placed at pages 135 to 148 of the typed set filed with the Application. The meeting of unsecured creditors will be conducted on 22.03.2018 at 12.00 Noon, in the premises at Nani Kalai Arangam, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore -641 037/- Mr. N.R. Selvaraj (Director) and alternatively, Mr. Arun Vasu (Director) is hereby 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 available with the Transferee Company. The Transferee 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 ASV. 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.