TMI Blog2021 (12) TMI 247X X X X Extracts X X X X X X X X Extracts X X X X ..... ) with Mastermade Bio Combines Private Limited (hereinafter referred to as Transferor Company ). The reliefs sought in the Company Application are: In relation to Transferee Company (i) Direction may be given to dispense with holding of meeting of shareholders of Petitioner Company No. 1 for considering Scheme of Arrangement as there are 7 (Seven) Shareholders and consent by them by way of affidavit have been placed in support of this Company Petition. (ii) Direction may be given 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Crumb Food Ingredients Private Limited. Crumb N Crumb Food Ingredients Private Limited holds 96.12% of equity shares of Transferee Company and Crust N Crumb Food Ingredients Private Limited holds 99.99% equity shares of Transferor Company and the Board of Directors of the Transferee Company and Transferor Company at their respective board meetings held on 01.03.2021 has decided to enter into compromise or arrangement pursuant to Section 230 to 232 of the Companies Act, 2013 and has approved the Scheme. Crust N Crumb Food Innovations India 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... extent of ₹ 8,14,74,022.00 (Rupees eight crores fourteen lakhs seventy-four thousand twenty-two only) among this ₹ 3,18,11,075.00 (Rupees three crores eighteen lakhs eleven thousand seventy-five only) is due to Crust N Crumb Food Ingredients Private Limited, holding Company of both Transferee Company and Transferor Company. The Transferee Company has 1 (One) secured creditor as on 28th June, 2021 aggregating an outstanding amount to the extent of ₹ 8,33,00,239.00 (Rupees eight core thirty-three lakhs two hundred and thirty-nine only). The Board of Directors of Transferee 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... both Transferee Company and Transferor Company and ₹ 1,73,95,860.00 (Rupees one crore seventy-three lakhs ninety-five thousand eight hundred and sixty only) is due to Transferee Company. The Transferor Company has 3 (Three) unsecured creditors as on 28th June, 2021. Separate affidavits sworn to by 3 (Three) unsecured creditors constituting 100% of amount outstanding of the Transferor Company, expressing their consent to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme have been furnished. The Board of Directors of Transferor Company has obtained statutory valuation of shares of 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 dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 20,000/- (Rupees Twenty Thousand only) and the fee of the Scrutinizer shall be ₹ 10,000/- (Rupees ten thousand only) in addition to their incidental expenses. The Chairman will file his report within two weeks from the date of holding of the above said meeting. (vi) Individual notices of the said meeting shall be sent by the Transferee Company through Registered Post or Speed Post or through courier or e-mail within 30 days in advance before the scheduled date of meeting indicating the day, date, place and time as aforesaid together with a copy of Scheme of Merger, a copy of explanatory statement, as required under the Companies Act. 2013. (vii) The Transferee 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 allow ..... X X X X Extracts X X X X X X X X Extracts X X X X
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