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Judgment
B.S.V. Prakash Kumar, J
Under consideration are 6 Company Applications in CA Nos. 570 to 575/CAA/2019 filed under sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the NCLT, Rules, 2016. The above Applicant Companies through these Company Applications have prayed for directions for the convening, holding and conducting of the meeting of the Equity Shareholders of all the Applicant Companies and also for dispensing with the convening, holding and conducting of the meeting of the Unsecured Creditors of the said the Applicant Companies. The Companies have decided to implement the scheme for the purposes of scaling of operations, peeling of resources, consolidation and future expansion plans.
M/s. Lanson Lifestyle Private Limited:
i) The Applicant/Transferor Company (l) has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 100 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 10:00 AM, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferor Company (1) has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 93 of the typed set filed with the Application.
iii) The Applicant/Transferor company (1) has 1 (One) Unsecured Creditor(s). The certificate issued by an independent Chartered Accountant in this regard is placed at Page 94 of the typed set filed with the Application. The said unsecured Creditor(s) has provided his consent to the present scheme by way of an affidavit, the said consent affidavit is placed at pages 95-96 of the typed set filed with the Application. Therefore, since consent of more than 90% of the class of creditors has been obtained, the meeting of the unsecured creditors is allowed to be dispensed with under section 230(9) of the Companies Act, 2013.
M/s. Lanson Foods Private Limited:
i) The Applicant/Transferor Company (2) has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 101 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 12:00 Noon, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil Nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferor Company (2) has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 92 of the typed set filed with the Application.
iii) The Applicant/Transferor company (2) has 3 (Three) Unsecured Creditor(s). The certificate issued by an independent Chartered Accountant in this regard is placed at Page 93 of the typed set filed with the Application. The said unsecured Creditor(s) has provided his consent to the present scheme by way of an affidavit, the said consent affidavit is placed at pages 94-97 of the typed set filed with the Application. Therefore, since consent of more than 90% of the class of creditors has been obtained, the meeting of the unsecured creditors is allowed to be dispensed with under section 230(9) of the Companies Act, 2013.
M/s. Palimar Kitchens Private Limited:
i) The Applicant/Transferor Company (3) has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 104 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 02:00 AM, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferor Company (3) has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 91 of the typed set filed with the Application.
iii) The Applicant/Transferor company (3) has 5 (Five) Unsecured Creditor(s). The certificate issued by an independent Chartered Accountant in this regard is placed at Page 92 of the typed set filed with the Application. The said unsecured Creditor(s) has provided his consent to the present scheme by way of an affidavit, the said consent affidavit is placed at pages 93-100 of the typed set filed with the Application. Therefore, since consent of more than 90% of the class of creditors has been obtained, the meeting of the unsecured creditors is allowed to be dispensed with under section 230(9) of the Companies Act, 2013.
M/s. Linga Parquet Industries Private Limited:
i) The Applicant/Transferor Company (4) has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 99 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 04:00 PM, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil Nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferor Company (4) has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 94 of the typed set filed with the Application.
iii) The Applicant/Transferor company (4) has No Unsecured Creditor(s). The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 95 of the typed set filed with the Application.
M/s. Lanson Biotech Private Limited:
i) The Applicant/Transferor Company (5) has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 97 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 06:00 PM, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil Nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferor Company (5) has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 90 of the typed set filed with the Application.
iii) The Applicant/Transferor company (5) has 1 (One) Unsecured Creditor(s). The certificate issued by an independent Chartered Accountant in this regard is placed at Page 91 of the typed set filed with the Application. The said unsecured Creditor(s) has provided his consent to the present scheme by way of an affidavit, the said consent affidavit is placed at pages 92-93 of the typed set filed with the Application. Therefore, since consent of more than 90% of the class of creditors has been obtained, the meeting of the unsecured creditors is allowed to be dispensed with under section 230(9) of the Companies Act, 2013.
M/s. Lanson Homes Private Limited:
i) The Applicant/Transferee Company has 2 (Two) Equity Shareholders. The List of Equity Shareholders is placed at Page 107 of the typed set filed with the Application. The meeting of the Equity Shareholders is scheduled on 6th September, 2019, at 08:00 AM, at registered office of the Applicant Company i.e. 34, Poonamallee High Road, Koyambedu, Chennai - 600107, Tamil Nadu and publication to made in the "The Business Standard" (Chennai Edition) and "Malai Chudar" (Chennai Edition). The Quorum for the meeting is 2 (Two Shareholders). The meeting is to be chaired by Mr. M. Lankalingam (Authorized Representative) and in his absence Mr. S.S. Narayanan (Vice President) will chair the meeting. The Chairman's Report shall be filed before this tribunal, on or before 7 days from the date of the meeting. The quorum for the meeting is fixed as 2 shareholders in person or by proxy. The notice shall be issued with a clear 30+2 days prior to the date of the meeting. The service of notice may be affected by speed post/courier/email.
ii) The Applicant/Transferee Company has No Secured Creditors. The Nil Secured Creditor Certificate issued by an independent Chartered Accountant as on 31st January, 2019 is placed at page 98 of the typed set filed with the Application.
iii) The Applicant/Transferee company has 2 (Two) Unsecured Creditor(s). The certificate issued by an independent Chartered Accountant in this regard is placed at Page 99 of the typed set filed with the Application. The said unsecured Creditor(s) has provided his consent to the present scheme by way of an affidavit, the said consent affidavit is placed at pages 100-103 of the typed set filed with the Application. Therefore, since consent of more than 90% of the class of creditors has been obtained, the meeting of the unsecured creditors is allowed to be dispensed with under section 230(9) of the Companies Act, 2013.
Based on the prayers made by the Applicant Companies in the present Scheme of Amalgamation, this Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, to issue notices to the Regional director, Ministry of Corporate Affairs, RoC concerned, Income Tax Authorities, the Official Liquidator as far as the Transferor companies are concerned and such other sectoral regulators or authorities if applicable. The Official Liquidator is directed to appoint an auditor for the purposes of preparing the reports.
The authorities are directed to make objection/representations, if any within 30 days from the date of receipt of the notice. In the event that no objections or representations are made within the stipulated timeframe, it shall be presumed that they do not have any objections.
The Applicant Companies are directed to place the notice on their website, if any, and also place the same on the notice board of the registered office of Companies. The Applicant Companies are also directed to send private notices to the authorities by way of speed post and file the proof of service along with the paper publication, by way of an affidavit before the next date of hearing.
The Connected Company Petitions shall be presented, on or before, 7 days from the date of filing the Chairman's Reports with the registry. Accordingly the Applications stand disposed of.