9911796707
TMI Blog2021 (6) TMI 488X X X X Extracts X X X X X X X X Extracts X X X X ..... 232 of the Companies Act, 2013, by inter alia seeking to dispense with the meeting of Equity Shareholders and Secured Creditors of the Applicant Companies and to direct to convene the meeting of Unsecured Creditors of the Applicant Company No. 1 &2. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) Sukh Sagar Hotels Private Limited (hereinafter referred to as 'Applicant Company No. 1/Transferor Company') was incorporated on 16.02.1995 under the provisions of the Companies Act, 1956 with CIN No. U55101KA1995PTC017121 having its registered office at No. 78, 5th Main, Gandhi Nagar, Bengaluru-560009. Its authorised share capital is Rs. 5,00,00,000/- divided i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cant Company No. 1 as on 31.09.2019 viz., Bharat Co-operative Bank (Mumbai) Limited amounting to Rs. 16,07,90,332/- and ICICI Bank amounting to Rs. 10,76,112/-. Accordingly, Mr. Ravindra Kunder, authorised signatory of Bharath Co-operative Bank (Mumbai) Limited has filed an affidavit dated 15.02.2021 inter-alia stating that the Bharath Co-operative Bank is a Secured Creditor of the Applicant Company No. 1 having outstanding amount of Rs. 16,07,90,332/- and has no objection to the above Scheme. (4) NSVM Associates, Chartered Accountants, have issued a Certificate dated 04.09.2020 by certifying that there are 99 (Ninety Nine) Unsecured Trade Creditors in the Applicant Company No. 1 as on 31.03.2019 viz., Brigade Enterprises Limited due amou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i, has filed an Affidavit dated 26.02.2021 by inter alia stating that he is Equity Shareholder of the Transferee Company and has given consent to the Scheme of Amalgamation. Similarly, another Equity Shareholder except 1(one) has also filed his respective affidavit with similar declaration, for the proposed Scheme of Amalgamation. (7) NSVM & Associates, Chartered Accountants, have issued a Certificate dated 04.09.2020 by certifying that there is 01 (one) Secured Creditor in Transferee Company as on 31.03.2019 viz., Bharath Co-operative Bank (Mumbai) Limited due amounting to Rs. 7,86,30,115/-. Accordingly, Mr. Ravinkra Kunder, authorised signatory of Bharat Co-Operative Bank (Mumbai) Limited has filed an affidavit dated 15.02.2021 inter-al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ailable resources. Sukh Sagar is an established brand in the restaurants business and RSP is having very potential business plan and in the process of enlarging its business operations. (12) It is further stated that no investigations, proceedings are pending against the Applicant Companies under the Section 235 to 251 or any other provisions of the Companies Act, 1956 or Section 206 to 229 of the Companies Act, 2013. 3. Heard Shri Saji. P. John, learned Counsel for the Applicant Companies. We have carefully perused the pleadings of the party and extant provisions of the Companies Act, 2013 and the Rules made thereunder and the Law on the issue. 4. Shri Saji. P. John, learned Counsel for the Applicant Companies, while pointing out vario ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f with the following directions: (i) Convening and holding of the meetings of the Equity Shareholders of the Applicant Companies is hereby dispensed with; (ii) Convening and holding of the meetings of the Secured Creditors of the Applicant Companies is hereby dispensed with; (iii) The meeting of the Unsecured Creditors of the Transferor Company be convened and held on 28.05.2021 at 10:00 A.M., at the registered office of the Applicant Companies, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation. Mr. Rammurthy Karingula (Mr. Rammurthy. K) Advocate, having address Flat No. 404, Harihara Enclave 15th Cross, 1st Main, HR Layout, Sector 6, Bangalore Contact No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1, Contact No: 9740237291, Email ID: [email protected] is appointed as Scrutinizer for the said meeting. The remuneration for Chairperson shall be Rs. 75,000/- and for Scrutiniser shall be Rs. 40,000/-. The Quorum for the said meeting is 30% of total value of Unsecured Creditors, either in person or through representative in view of the Act prescribed three-fourth of the Unsecured Creditors required for consideration of the Scheme later on. The Notice of the meeting of the Unsecured Creditors of the Transferee Company shall be published in English Daily "The Hindu" and in Kannada Daily "Udayavani". (v) The Applicant Companies and the Chairperson and Scrutiniser appointed in the case, are hereby directed to follow all extant provis ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
