2022 (1) TMI 219

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ditors under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (Demerger) (hereinafter referred to as the "SCHEME") proposed M/s. Sivaraj Spinning Mills Private Limited (for brevity "Transferor Company") and M/S. Sri Lalithambighai Textiles Private Limited (for brevity "Transferee Company") with its Shareholders and creditors. The said Scheme is also annexed as Annexure "G" to the CA/CAA/46(CHE)/2021 2. The Applicant Companies in this Company Application have sought for the following reliefs: (a) Dispensing the meeting of the Equity shareholders of the Transferor ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....f meeting. (iii) There are 219 (Two Hundred and Nineteen) Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page 262 to 268 of the typed set filed along with the Application and consent affidavits given by Unsecured Creditors holding 91.48% in value is placed at page no. 269 to 283 of the typed set filed with the application and sought dispensation with holding of meeting. 5. SRI LALITHAMBIGHAI TEXTILES PRIVATE LIMITED (Transferee Company) CA/CAA/47(CHE)/2021 (i) There are 2 (Two) Equity Shareholders and the list of shareholders to this effect is placed at page 231 and consent affidavits given by all is placed as page no. 232 to 235 of the typed set filed with the....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....orporation filed, it is evident that the Transferee Company is a Private limited company incorporated under the provisions of Companies Act, 1956 on 29.11.2018. The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) consisting of 5,00,000 (Five Lakh Only) Equity Shares of Rs. 100/- each. The Issued, Subscribed and Paid up Capital of the Company is Rs. 2,00,00,000 (Rupees Two Crore Only) consisting of 2,00,000 (Two Lakh) Equity Shares of Rs. 100/- each. 9. The Applicant Companies have filed its Memorandum and Articles of Association inter alia delineating its object clauses as well as their last available Audited Annual Accounts for the year ended 31.03.2020 and Unaudited Financial Statements as on 30.11....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ransferor Company that there is 1 (One) Secured Creditors in the Company whose consents by way of Affidavits have been obtained and are placed on record, the necessity of holding the meeting is dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferor Company that there are 215 (Two Hundred And Fifteen) Unsecured Creditors in the Company on which 91.13% in value of the creditors have given their consents and whose consents by way of Affidavits have been obtained and are placed on record, the necessity of convening and holding the meeting is dispensed with. In relation M/s. SRI LALITHAMBIGHAI (Transferee Company) (i) With respect to Equity shareholders: Since i....