AI Structured Summary
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Judgment
Anil Kumar B, Member (Technical)
This is an application filed by the Applicant Companies, namely M/s .Vedha Spinning Mills Private Limited (for brevity ""Transferor Company-1"")
and M/S. Sudhan Spinning Mills Private Limited(for brevity ""Transferor Company-2"") M/s . Adisankara Spinning Mills Private Limited (for brevity
Transferor Company-3"") M/S. Sri Shanmugavel Mills Private Limited (for brevity ""Transferee Company"") with its Shareholders and creditors 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 (hereinafter referred to as the ""SCHEME"") proposed by
M/s .Vedha Spinning Mills Private Limited (for brevity ""Transferor Company-1"") and M/S. Sudhan Spinning Mills Private Limited (for brevity
Transferor Company-2"") M/s. Adisankara Spinning Mills Private Limited (for brevity ""Transferor Company-3"") M/s. Sri Shanmugavel Mills Private
Limited (for brevity ""Transferee Company"") with its Shareholders and creditors. The said Scheme is also annexed as Annexure ""G"" to the
CA/CAA/26(CHE)/2021
 The Applicant Companies in this Company Application have sought for the following reliefs:
(a) Â Dispensing the meeting of the Equity shareholders of the Transferor and Transferee Companies;
(b) Â Dispensing the meeting of the Unsecured Creditors of the Transferor and Transferee Companies;
(c) Â Dispensing the meeting of Secured Creditors of Transferor and Transferee Companies;
 An affidavit in support of the above application is sworn for and behalf of the Applicant Companies has been filed by Mr. Kandaswamy in the
capacity of Director for the Transferor Company-1 and Mr. P.S. Veluswamy in the capacity of Director for the Transferor Company-2 and Mr.
Kandaswamy in the capacity of Managing Director for the Transferor Company-3 and Mr. P.S. Veluswamy in the capacity of Managing Director for
the Transferee Company along with the application and it is also represented that the Registered offices of the Applicant Companies are situated
within the territorial jurisdiction of the Bench of this Tribunal and falling within the purview of Registrar of Companies, Coimbatore.
VEDHA SPINNING MILLS PRIVATE LIMITED
(Transferor Company-1) CA/CAA/26(CHE)/2021
(i) Â There are 13 (Thirteen) Equity Shareholders and the list of shareholders to this effect is placed at page 292 and consent affidavits given by all is placed as page
no. 293 to 318 of the typed set filed with the application and sought for dispensation with holding of meeting.
(ii) Â There is 1 Secured Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page 319 of the typed set filed along with the
Application and consent affidavits given by the Secured Creditor is placed as Annexure of the typed set filed with the application and sought for dispensation with
holding of meeting.
(iii) There are 131 (One Hundred Thirteen One) Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page 319 of the
typed set filed along with the Application and consent affidavits given by Unsecured Creditors holding 92.13% in value is placed at page no.324 to 341 of the typed
set filed with the application and sought dispensation with holding of meeting.
SUDHAN SPINNING MILLS PRIVATE LIMITED
(Transferor Company-2) CA/CAA/27(CHE)/2021
(i) There are 14 (Fourteen) Equity Shareholders and the list of shareholders to this effect is placed at page 304 and consent affidavits given by all is placed as page
no.305 to 332 of the typed set filed with the application and sought for dispensation with holding of meeting.
(ii) There are (Two) Secured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page no.333 to 335 of the typed set filed
along with the Application and consent affidavits given by the secured Creditors is placed as annexures of the typed set filed with the application and sought for
dispensation with holding of meeting.
(iii) There are 59 (Fifty Nine) Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page No. 333 to 335 filed along
with the application and consent affidavits given by 95.19% is placed at page no.336 to 353 filed along with the application and sought for dispensation with holding
the meeting.
ADISANKARA SPINNING MILLS PRIVATE LIMITED
(Transferor Company-3) CA/CAA/28(CHE)/2021
(i) Â There are 13 (Thirteen) Equity Shareholders and the list of shareholders to this effect is placed at page 292 and consent affidavits given by all is placed as page
no.293 to 318 of the typed set filed with the application and sought for dispensation with holding of meeting.
(ii) There is 1 (One) Secured Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page no.319 of the typed set filed along with
the Application and consent affidavits given by the secured Creditors is placed as annexures of the typed set filed with the application and sought for dispensation
with holding of meeting.
(iii) Â There are 67 (Sixty Seven) Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page No. 333 to 335 filed
along with the application and consent affidavits given by 91.45% is placed at page no.322 to 336 filed along with the application and sought for dispensation with
holding the meeting.
SRI SHANMUGAVEL MILLS PRIVATE LIMITED
(Transferee Company) CA/CAA/29(CHE)/2021
(i) Â There are 13 (Thirteen) Equity Shareholders and the list of shareholders to this effect is placed at page 488 and consent affidavits given by all is placed as page
no.489 to 514 of the typed set filed with the application and sought for dispensation with holding of meeting.
(ii) There is 1 (One) Secured Creditor and the certificate issued by the Chartered Accountants to this effect is placed at page no.515 of the typed set filed along with
the Application and consent affidavits given by the secured Creditors is placed as annexures of the typed set filed with the application and sought for dispensation
with holding of meeting.
(iii) Â There are 215 (Two Hundred and Fifteen) Unsecured Creditors and the certificate issued by the Chartered Accountants to this effect is placed at page No. 515
to 521 filed along with the application and consent affidavits given by 91.13% is placed at page no.522 to 539 filed along with the application and sought for
dispensation with holding the meeting.
We have perused the application and the connected documents / papers filed therewith including the Scheme contemplated by the Applicant
companies.
 From the certificate of incorporation filed, it is evident that Transferor Company-1 is a Private limited company incorporated under the provisions
of Companies Act, 1956 on 17.07.2001. The Authorized Share Capital of the Company is ?95,00,000/- (Rupees Ninety Five Lakh Only) consisting of
95,000 Equity Shares of Rs.100/- each. The Issued, Subscribed and Paid up Capital of the Company is ? 95,00,000 (Rupees Ninety Five Lakh Only)
consisting of 95000 Equity Shares of Rs.100/- each .
 From the certificate of incorporation filed, it is evident that the Transferor Company-2 is a Private limited company incorporated under the
provisions of Companies Act, 1956 on 16.03.1988. The Authorized Share Capital of the Transferor Company-2 is ? 60,00,000/- (Rupees Sixty Lakh
Only) consisting of 60,000 (Sixty Thousand Only) Equity Shares of Rs.100/- each. The Issued, Subscribed and paid-Up Capital of the Company is ?
60,00,000/- (Rupees Sixty Lakh Only) consisting of 60,000 (Sixty Thousand Only) Equity Shares of Rs.100/- each .
 From the certificate of incorporation filed, it is evident that the Transferor Company-3 is a Private limited company incorporated under the
provisions of Companies Act, 1956 on 17.03.1995. The Authorized Share Capital of the Company is ?95,00,000/- (Rupees Ninety Five Lakh Only)
consisting of 95,000(Ninety Five Thousand Only) Equity Shares of Rs.100/- each. The Issued, Subscribed and Paid up Capital of the Company is ?
95,00,000 (Rupees Ninety Five Lakh Only) consisting of 95000 (Ninety Five Thousand Only) Equity Shares of Rs.100/- each.
 From the certificate of incorporation filed, it is evident that the Transferee Company is a Private limited company incorporated under the
provisions of Companies Act, 1956 on 24.04.1980. The Authorized Share Capital of the Company is Rs 50,00,000/- (Rupees Fifty Lakh Only)
consisting of 50,000 (Fifty Thousand Only) Equity Shares of Rs.100/- each. The Issued, Subscribed and Paid up Capital of the Company is Rs
50,00,000/- (Rupees Fifty Lakh Only) consisting of 50,000 (Fifty Thousand Only) Equity Shares of Rs.100/- each.
 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 30.11.2020.
 The Board of Directors of the Applicant Companies vide meeting held on 15th February 2021 has unanimously approved the proposed Scheme
as contemplated above and copies of resolutions passed thereon have been placed on record by the applicant companies.
 The Appointed date as specified in the Scheme Shall be 01.04.2020.
 The Statutory Auditors Applicant Companies have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the
rules made thereunder and certified that the Accounting Treatment is in conformity with the prescribed Accounting Standards read with Section 133
of the Companies Act, 2013. The Certificate of the Statutory Auditors issued in this regard is placed at Annexures of the typed set filed along with the
Application.
Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of law, this
Tribunal propose to issue the following directions;
à In Relation to the M/s. Vedha Spinning Mills Private Limited (Transferor Company -1)
(i) With respect to Equity shareholders:
Since it is represented by the Transferor Company-1 that there are 13 (Thirteen) Equity Shareholders in the Company whose consents by way of
Affidavits have been obtained from all and are placed on record, the necessity of holding the meeting is dispensed with.
(ii) Â With respect to Secured Creditors:
Since it is represented by the Transferor 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) Â With respect to Unsecured Creditors:
Since it is represented by the Transferor Company-1 that there are 131 (One Hundred and Thirty One) Unsecured Creditors in the Company on
which 92.13% 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.
à In relation M/s. Sudhan Spinning Mills Private Limited (Transferor Company -2)
(i) With respect to Equity shareholders:
Since it is represented by the Transferor Company-2 that there are 14 (Fourteen) Equity Shareholders in the Company whose consents by way of
Affidavits have been obtained from all and are placed on record, the necessity of holding the meeting is dispensed with.
(ii) Â With respect to Secured Creditors:
Since it is represented by the Transferor Company-2 that there are 2 (Two) Secured Creditors in the Company whose consents by way of Affidavits
have been obtained and placed as annexures 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-2 that there are 59 (Fifty Nine) Unsecured Creditors in the company on which consent from
95.19% in value of Unsecured Creditors have given their consents and whose consents by way of Affidavits have been obtained and are placed on
record, the necessity of holding the meeting is dispensed with.
à In relation to M/s. Adisankara Spinning Mills Private Limited (Transferor Company -3)
(i) With respect to Equity shareholders:
Since it is represented by the Transferor Company-3 that there are 13 (Thirteen) Equity Shareholders in the Company whose consents by way of
Affidavits have been obtained from all and are placed on record, the necessity of holding the meeting is dispensed with.
(ii) With respect to Secured Creditors:
Since it is represented by the Transferor Company-3 that there is (One) Secured Creditor in the Company whose consents by way of Affidavits have
been obtained and placed as annexures 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-3 that there are 67 (Sixty Seven) Unsecured Creditors in the company on which consent from
91.45% in value of Unsecured Creditors have given their consents and whose consents by way of Affidavits have been obtained and are placed on
record, the necessity of holding the meeting is dispensed with.
à In relation M/s. Shanmugavel Spinning Mills Private Limited (Transferee Company)
(i) With respect to Equity shareholders:
Since it is represented by the Transferee Company that there are 13 (Thirteen) Equity Shareholders in the Company whose consents by way of
Affidavits have been obtained from all and are placed on record, the necessity of holding the meeting is dispensed with.
(ii) With respect to Secured Creditors:
Since it is represented by the Transferee Company that there is (One) Secured Creditor in the Company whose consents by way of Affidavits have
been obtained and placed as annexures on record, the necessity of holding the meeting is dispensed with.
(iii) With respect to Unsecured Creditors:
Since it is represented by the Transferee Company that there are 215 (Two Hundred and Fifteen) Unsecured Creditors in the company on which
consent from 91.13% in value of Unsecured Creditors have given their consents and whose consents by way of Affidavits have been obtained and
are placed on record, the necessity of holding the meeting is dispensed with.
Accordingly, the Application stands Allowed and the Applicant Company is directed to file the second motion application within a period of 14
days from the date of receipt of this order.