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TMI Blog2021 (12) TMI 247X X X X Extracts X X X X X X X X Extracts X X X X ..... ven to hold unsecured and secured creditors meeting of Petitioner Company No. 1 for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement and to fix date, time, venue and quorum of the said meeting. (iii) Appoint a Chairman and to fix remuneration of the Chairman to conduct the unsecured and secured creditors meeting of Petitioner Company No. 1. In relation to Transferor Company (i) Direction may be given to dispense with holding of meeting of shareholders of Petitioner Company No. 2 for considering Scheme of Arrangement as there are 2 (Two) Shareholders and consent by them by way of affidavit have been placed in support of this Company Petition. (ii) Direction may be given to dispense with holding of meeting of creditors of Petitioner Company No. 2 for considering Scheme of Arrangement as there are 3 (Three) unsecured creditors and consent by them by way of affidavit have been placed in support of this Company Petition. 2. The Registered Office of the Applicant Companies is situated in the State of Kerala and, therefore, they are within the jurisdiction of this Tribunal. 3. From the Certificate of inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ia Limited (Transferee Company) 7. Crust N Crumb Food Innovations India Limited [CIN U15100KL1992PLC006637] is a public limited company incorporated under the Companies Act, 1956 and having its Registered Office at Block No. 32, Kinfra Small Industries Park, Nellad, Ernakulam, Kerala-686 669. The Transferee Company was incorporated on 22nd July, 1992 as M.K. Francis and Securities Limited and the name of the Company was changed to Mathewsons Capital Services Limited with effect from 29th December, 1995. Again, the name of the Company was changed to Mathewsons Industries India Limited with effect from 07th January, 2003. Thereafter, the name of the Company has been changed to Cust 'N Crumb Food Innovations India Limited with effect from 25th July, 2017. The main object of the Company is "To carry on the business of production, Import, Export marketing, sales, research, development and dealing in all types of food products, food preparations, food ingredients, edible food chemicals, beverages and all related products." Further, Clause 17 of Memorandum of Association of Petitioner Company authorize its amalgamation with other companies. 8. The present authorized share capita ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company has obtained statutory valuation of shares of Transferee Company by a Registered Valuer as required under Section 230 of the Companies Act, 2013. Mastermade Bio Combines Private Limited (Transferor Company) 11. Mastermade Bio Combines Private Limited [CIN:U15400KL2015PTC038951] is a private limited company incorporated under the Companies Act, 2013 and having its registered office at Block No. 32, Nellad, Kinfra Small Industries Park, Nellad P.O., Muvattupuzha, Ernakulam, Kerala 686669. The Transferor Company was incorporated on 05 August, 2015. The main object of the Company is "Processing, Manufacturing & distribution of ORGANIC dried fruits, breakfast cereals, food products, natural health beverages and to take over the business of partnership firm Mastermade Bio Combines". Further, clause 11 and 12 of Memorandum of Association of Petitioner No. 2 Company authorize its amalgamation with other companies. 12. The present authorized share capital of the Transferor Company is Rs. 6,00,000.00 (Rupees six lakhs only) divided into 60,000 (Sixty thousand) equity shares of Rs. 10.00 (Rupees ten only) each and paid-up share capital of Petitioner Company 2 is Rs. 6, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company by a Registered Valuer as required under Section 230 of the Companies Act, 2013. 16. It is seen from the record the profit of the Transferee Company for the Financial year 31.03.2020 is 3,47,23,046 and the loss of the Transferor Company in the Financial Year ending 31.03.2021 is 25,91,540. 17. Heard the arguments advanced by Shri C.S. Vivek Kumar CS the learned PCS for the Applicant Companies, and thoroughly perused the whole documents attached with the Application. Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with calling of a meeting of Creditor or class of Creditors where such Creditor or class of Creditors, having at least 90% value, agree and confirm, by way of affidavit, to the Scheme of Compromise or Arrangement. 18. As stated in earlier paragraphs the Transferee Company has 108 (One hundred and eight) unsecured creditors and has 1 (One) secured creditor as on 28th June, 2021. The Transferor Company has 3 unsecured Creditors. There is no Secured Creditor in the Transferor Company. It is seen that the unsecured Creditors of the Transferor Company submitted separate affidavits expressing their consent to the Scheme of Amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company shall publish advertisement with a gap of at least 30 clear days before the aforesaid meeting, indicating the day, date, place and time as aforesaid one in the English Newspaper Daily and another in Malayalam Newspaper Daily stating the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 50 of the Companies Act. 2013, and that the form of proxy will be provided free of charge at the Registered Office of the Transferee Company. (viii) Voting shall be allowed on the proposed Scheme by voting in person, by proxy, through postal ballot or through electronic means, as may be applicable to the Transferee Company, under the Act and Rules framed thereunder. The Chairman shall be responsible to report the result of the meeting within two weeks of the conclusion of the meeting. (ix) Keeping in view the lockdown owing to the Covid-19 pandemic and in case physical meetings are not feasible, the meetings of the Unsecured Creditors as aforesaid may be conducted through Video Conferencing or any other audio-visual means capable of being recorded. The unedited footage shall be preserved for verification. (x) The Transferee Company f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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