TMI Blog2021 (9) TMI 116X X X X Extracts X X X X X X X X Extracts X X X X ..... ant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act 2013, and pursuant to the order of NCLT sanctioning the Scheme, without any further act, deed, matter or thing, together with all properties, assets, rights, liabilities, benefits and interest therein stand transferred to and vested in and / or deemed to be transferred to and vested in the Transferee Company, as a going concern on a Slump Exchange basis, so as to become the properties and liabilities of the Transferee Company, in the manner provided for in the Scheme. 4. The First Applicant Company, i.e. Sahyadri Farmers Producer Company Limited ( Transferor Company or SFPCL ) is a private limited farmer producer company incorporated under the Companies Act, 1956 on 27.12.2010 and its registered office is situated at Sr. No. 1102/08, Behind Police Head Quarter, Adgaon, Nashik, Maharashtra 422003. Its Corporate Identity Number ( CIN ) is U01403MH2010PTC211392 and Permanent Account Number ( PAN ) is AAPCS1516D. 5. The Second Applicant Company, i.e. Sahyadri Farms Post Harvest Care Limited ( Transferee Company or SFPHCL ) is an unlisted public limited company incorporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re talent and resources, which is relevant to its Business and reward the talent in line with other private players like by introducing Employee Stock Option Schemes. d) Segregation of the two businesses i.e. Post-Harvest Care and Farmer Facilitation in two separate companies would help the management explore the full potential of the two businesses and provide focused leadership and management attention to both the businesses. e) Creation of an entity which specializes only in the Post-Harvest Care Business would attract investments from various private investors in the form of capital contribution and debt funding and over a period lead to creation of a strong and financial stable business. f) Growth and expansion of the Post-Harvest Care Business would help achieve economies of scale and thereby improve operational efficiency. This will enable the Transferee Company to compete on an equal footing with larger organizations/ companies in the world market; 7. The Appointed Date as mentioned in the Scheme is 01.04.2021. 8. The consideration for the Scheme as provided in the Scheme, is reproduced hereinbelow: 5. Consideration 5.1. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efore the meeting of the Equity Shareholders of the First Applicant Company to be held as aforesaid, a notice convening the said meeting, at the date and time aforesaid be published each in The Indian Express in English having nation-wide circulation and Loksatta in Marathi having circulation in Maharashtra, stating that copies of the Scheme and the said statement required to be furnished pursuant to section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the First Applicant Company at Sahyadrifarms2@gmail.com. 12. The First Applicant Company undertakes to: (i) Issue notice convening meeting of the Equity Shareholders as per Form No CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (ii) Issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and (iii) Advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The undertaking is accepted. 13. Mr. Vilas Vishnu Shinde, Director of the First Applicant Company, failing whom, Mr. Mangesh Kisan Bhaskar, Director of the First ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ferencing and/or other audio-visual means. However, voting by authorized representative (in case of a body corporate) be permitted, provided that the authorization, duly signed by the person entitled to attend and vote at the meeting, is filed with the First Applicant Company, in physical or electronic mode, at its registered office, at least 48 (Forty-Eight) hours before the aforesaid meetings, as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 19. The Chairperson shall file a compliance report not less than 7 (Seven) days before the date fixed for holding of the meeting of the Equity Shareholders of the First Applicant Company and report to this Tribunal that the directions regarding the issue of notice and advertisement have been duly complied with, as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 20. The Chairperson shall report to this Tribunal, the result of the aforesaid meeting within 30 (Thirty) days of the conclusion of the said Meeting of the Equity Shareholders of the First Applicant Company, and the said report shall be verified by his undertaking as per Rule 14 of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceived from 161 unsecured creditors out of 448 unsecured creditors of the First Applicant Company, aggregating to 91.94% (in value) of the total unsecured debt. The consent affidavits of all the Unsecured Creditors of the First Applicant Company along with a copy of the Power of Attorney/board resolution in case of corporate creditor, is annexed to the Company Scheme Application as Exhibit A18. The First Applicant Company is directed to issue notice to the remaining 287 creditors whose consents have not been obtained, through e-mail to their e-mail address or addresses as per the records and make efforts to obtain their consent. In view of this, the Bench hereby directs that the requirement of convening and holding a meeting of the unsecured creditors of the First Applicant Company is dispensed with. 25. The Learned Counsel for the Applicant Companies submit that there are no secured and unsecured creditors of the Second Applicant Company as on date of hearing of the present Company Scheme Application, and therefore the question of convening and holding the meeting of the unsecured creditors of the Second Applicant Company does not arise. 26. The Applicant Companies to serve ..... X X X X Extracts X X X X X X X X Extracts X X X X
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