AI Drafter 
TaxTMI 
TaxTMI 
2021 (4) TMI 1063
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....king to dispense with the convening and holding of the meeting of Shareholders, Unsecured Creditors of the Transferor Company and to dispense with the convening and holding of the meeting of Shareholders, Secured & Unsecured Creditors of the Transferee Company and to convene the Meeting of Secured Creditors of the Transferor Company etc. 2. Brief facts of the case, as mentioned in the Application, which are relevant to the issue in question, are as follows: (1) M/s. Cure Foods Private Limited (hereinafter referred to as 'Applicant Company No. 1/Transferor Company') was incorporated on 02.09.2016, under the Companies Act, 2013 bearing CIN: U74999KA2016PTC096227 and having its registered office situated at 17/17C BDA, Sect....
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.... Secured Creditors in the Transferor Company as on 31.10.2020 viz., M/s. Standard Chartered Bank due amounting to Rs. 2,55,05,034.24/- and M/s. Kotak Mahindra Bank due amounting to Rs. 75,36,149.55/-. The Transferor Company seek to convene the meeting of the Secured Creditors for the proposed scheme of Arrangement. (4) M/s. AKK & Associates, Chartered Accountant, have issued a Certificate dated 23.11.2020 by certifying that there are 128 (One Hundred and Twenty Eight) Unsecured Creditors in the Transferor Company as on 31.10.2020 viz., M/s. Curefit Healthcare Pvt. Ltd. due amounting to Rs. 14,10,07,410/-, M/s. Shanti Metal Industries due amounting to Rs. 3,92,043.65/-, M/s. Sankalpa Global Ventures due amounting to Rs. 2,57,588.05/....
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....olding 01 Equity Share of Rs. 1/- each. Accordingly, Mr. Ankit Nagori has filed an Affidavit dated 20.11.2020 by inter alia stating that he is holding 99,999 Equity Shares of Rs. 1/- each in the Transferee Company and also grants no objection for the dispensation with the holding of meeting of the Shareholders of the Transferee Company. Similarly, another Shareholder has also filed an affidavit with similar declaration, for approval of the proposed Scheme and has no objection for the dispensation with the holding of meeting of the Shareholders of the Transferee Company. Further, the aforesaid Chartered Accountant, have issued another Certificate dated 19.11.2020 stating that there are no Creditors in the Transferee Company as on 19.11.2020.....
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....he Law on the issue. 4. Shri Chinnappa, learned Counsel for the Applicant Companies, while pointing out various averments made in the Company Application, has further submitted that the Scheme in question is made in the best interests of the Applicant Companies, and their respective Shareholders. He has pointed out that the Chartered Accountant, after verifying the records of the Companies, have duly certified the existing Shareholders of the Applicant Companies and Secured and Unsecured Creditors of the Transferor Company. 5. As stated supra, the Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Audit....
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....e of Arrangement. Mr. Madhu N. Rao, Advocate having address No. 5B1, Ranka Park, No. 4, 5, 6, Lalbagh Road, Near Richmond Circle, Bangalore - 560 027, Contact No. 9980233635 Email ID: [email protected] is appointed as Chairperson and Ms. Devika Sathyanarayana, PCS having address C/o. V. Sreedharan 85 Associates, No. 291, 1st Floor, 10th Main Road, Jayanagar 3rd Block, Bangalore-560011, Contact No. 9620698482 and email id:devikafajsreedharancs.com 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/-. Since there are only two Secured Creditors, both should form the Quorum. The Notice of the meeting of the Secured Creditors of the Transferor Company s....