TMI Blog2021 (4) TMI 1063X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Accountants of the Company have also issued respective Certificates by inter-alia certifying the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/s. 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application - the case, made out by the Applicants so as to grant relief as sought for, by dispensing with the meeting of the Shareholders of the Applicant Companies and Unsecured Creditors of the Transferor Company and convene the meeting of the Secured Creditors of the Transferor Company by appointing the Chairperson and Scrutinizer for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ibed and Paid-up Share Capital is ₹ 4,67,80,306/- divided into 4,67,80,306 Equity Shares of ₹ 1/- each. The main objects of the Transferor Company is inter-alia to make a food based solution for ordering and delivering of healthy food and drinks and to create just in time food supply chain and to set up a chain of cafes, restaurants etc. (2) M/s. AKK Associates, Chartered Accountant, have issued a Certificate dated 24.11.2020 by certifying that there are 02 (Two) Equity Shareholders in the Transferor Company as on 24.11.2020 viz., Mr. Mukesh Bansal holding 01 Equity Share of ₹ 1/- each and M/s. Curefit Healthcare Private Limited holding 4,67,80,305 Equity Share of ₹ 1/-. Accordingly, Mr. Ramanan Darshan, Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2020 by inter alia stating that the Company is a Unsecured Creditor of the Transferor Company due amounting to ₹ 14,10,07,401.70/- and also grants no objection for the dispensation with the holding of meeting of the Unsecured Creditor of the Transferor Company. (5) M/s. Cure Foods India Private Limited (hereinafter referred to as Applicant Company No. 2/Transferee Company') was incorporated on 10.10.2020 under the Companies Act, 2013, bearing CIN: U55209KA2020PTC139614 and having its registered office situated at No. 72/4, Roopena Agrahara, Hosur Road, Madiwala Post, Bengaluru - 560068. Its Authorised Share Capital is ₹ 1,00,000/- divided into 1,00,000 Equity Shares of ₹ 1/- and the Issued, Subscribed and Paid-up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 020 and 18th November, 2020 have approved and adopted the Scheme of Arrangement. (8) Further, M/s. BSR Associates LLP, Chartered Accountant, the Statutory Auditors of the Applicant Companies, has issued a separate Certificates for both the companies dated 18.11.2020 and 25.11.2020 by inter alia stating that the proposed accounting treatment in the books of the Resulting Company as specified in Paragraph 12 of the Proposed Scheme, is in compliance with the applicable Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 3 of the Companies Rules, 2015, as specified by the Central Government under the Act and other generally accepted accounting principles. (9) The rationale for the Scheme inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders, creditors, and compliance of accounting treatment as prescribed U/s. 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application. Therefore, we are convinced with the case, made out by the Applicants so as to grant relief as sought for, by dispensing with the meeting of the Shareholders of the Applicant Companies and Unsecured Creditors of the Transferor Company and convene the meeting of the Secured Creditors of the Transferor Company by appointing the Chairperson and Scrutinizer for convening the meeting, fixing venue, time, quorum etc. 6. In the result, C.A. (CAA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Scrutiniser appointed in the case, are hereby directed to follow all extant provisions of the Companies Act, 2013 r/w. Companies (Compromises, Arrangements and Arrangements) Rules, 2016 in convening above meetings. (v) The Chairperson and Scrutinizer are directed to file their respective reports with Registry of this Tribunal, within two weeks from the date of conclusions of respective meeting, and thereafter, the Applicant Companies are hereby granted two weeks to file appropriate Company petition, in accordance with law, to seek sanction of the Scheme in question, subject to all statutory Compliances. (vi) Any person/Company/Institution aggrieved by this order, can approach this Tribunal by way of filing Interim Application ..... X X X X Extracts X X X X X X X X Extracts X X X X
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