Selvam Exports Private Limited vs Asvini Fisheries Private Limited

Ch. Mohd. Sharief Tariq, J

Under consideration is joint Application No. 593/CAA/2019 filed under Sections 230 to 240 of the Companies Act, 2013. The prayers made are for convening, holding and conducting of the meeting of Secured and Unsecured Creditors of Transferee Company and to dispense with convening, holding and conducting of the meeting of Equity Shareholders of the Transferor Company and Transferee Company, and dispense with convening, holding and conducting of the meeting of the Unsecured Creditor of the Transferor Company.

M/s. Selvam Exports Private Limited:-

i. The Transferor Company viz., M/s. Selvam Exports Private Limited has 4 (Four) Equity Shareholders. The list of Equity Shareholders is placed at page 208 of the typed set filed with the Application. The consent Affidavits given by the Equity Shareholders are placed at pages 212 to 219 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of Equity Shareholders. Therefore, the meeting of the Equity Shareholders of the Transferor Company is allowed to be dispensed with.

ii. There is no Secured Creditor of the Transferor Company. The Certificate issued by the Chartered Accountants to this effect is placed at page 206 of the typed set filed with the Application.

iii. There is only 1 (One) Unsecured Creditor of the Transferor Company. The Certificate issued by the Chartered Accountants in this regard is placed at page 207 of the typed set filed with the Application. The consent Affidavit given by the sole Unsecured Creditor is placed at pages 209 to 210 of the typed set filed with the Application. Therefore, the meeting of the Unsecured Creditor of the Transferor Company is allowed to be dispensed with under Clause (9) of Section 230 of the Companies Act, 2013.

M/s. Asvini Fisheries Private Limited:-

i. The Transferee Company viz., M/s. Asvini Fisheries Private Limited has 6 (Six) Equity Shareholders. The list of Equity Shareholders is placed at page 228 of the typed set filed with the Application. The consent Affidavits given by the Equity Shareholders are placed at pages 230 to 241 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of Equity Shareholders. Therefore, the meeting of the Equity Shareholders of the Transferee Company is allowed to be dispensed with.

ii. The Transferee Company has 2 (Two) Secured Creditors. The Applicants prayed to fix the time and place for calling, holding and conducting the meeting of the Secured Creditors of the Transferee Company and to appoint a Chairman for the said meeting. Therefore, the meeting of the Secured Creditors is directed to be conducted on 3rd of September, 2019 at 11:00 A.M. at No. 3, First Canal Cross Road, Gandhi Nagar, Adyar, Chennai-600020, Tamil Nadu.

Mr. V.S. Sivaramakrishnan (Whole Time Director), alternatively, Mr. C. Selvam (Wholetime Director) is hereby appointed as the Chairman of the Meeting of the Secured Creditors. The quorum for meeting is fixed at 2 Secured Creditors, present in person or by proxy. In case the quorum is not there at the designated time when the meeting is called, then, the meeting may be adjourned by half an hour, and thereafter, the person(s) present for voting shall be deemed to constitute the quorum. The notice of the meeting of Secured Creditors shall be issued not less than 30+2 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the Secured Creditors is available with the Transferee Company.

The Transferee Company is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to the Secured Creditors well before the date fixed for the meeting. Those who receive the notice may vote by electronic means including remote e-voting as per Rule 20 of the Companies (Management and Administration) Rules, 2014, made in exercise of the powers conferred under Section 108 of the Companies Act, 2013 for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the report of the meeting of Secured Creditors before this Bench. The Chairman of the meeting is at liberty to fix his remuneration as per the practice in vogue and the company shall pay the same to him.

iii. The Transferee Company has 306 (Three Hundred and Six) Unsecured Creditors. The Applicants prayed to fix the time and place for calling, holding and conducting the meeting of the Unsecured Creditors of the Transferee Company and to appoint a Chairman for the said meeting. Therefore, the meeting of the Unsecured Creditors is directed to be conducted on 3rd of September, 2019 at 01:00 P.M. at No. 3.

First Canal Cross Road, Gandhi Nagar, Adyar, Chennai-600020, Tamil Nadu.

Mr. V.S. Sivaramakrishnan (Whole Time Director), alternatively, Mr. C. Selvam (Wholetime Director) is hereby appointed as the Chairman of the Meeting of the Unsecured Creditors. The quorum for meeting is fixed at 30 Unsecured Creditors, present in person or by proxy. In case the quorum is not there at the designated time when the meeting is called, then, the meeting may be adjourned by half an hour, and thereafter, the person(s) present for voting shall be deemed to constitute the quorum. The notice of the meeting of Unsecured Creditors shall be issued not less than 30+2 days prior to the date fixed for meeting. The service of notice shall be effected by speed post/through electronic means, provided the e-mail address of the Unsecured Creditors is available with the Transferee Company.

The Transferee Company is also directed to make available the facility for voting by making appropriate arrangements. The information about such arrangements shall be given to the Unsecured Creditors well before the date fixed for the meeting. Those who receive the notice may vote by electronic means including remote e-voting as per Rule 20 of the Companies (Management and Administration) Rules, 2014, made in exercise of the powers conferred under Section 108 of the Companies Act, 2013 for the adoption of the Scheme. The Chairman shall ensure that the proceedings of the meeting may take place in a just, free and fair manner, and within one week of the meeting, the Chairman shall file the report of the meeting of Unsecured Creditors before this Bench. The Chairman of the meeting is at liberty to fix his remuneration as per the practice in vogue and the company shall pay the same to him.

The Registry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, RoC concerned and Income Tax Authorities including the Assessing Officer of the I.T. Circle for both the companies. The notice is also directed to be issued to the Official Liquidator in relation to the Transferor Company separately with the direction to appoint CA for filing the report with regard to the affairs of the Company. In case, the statutory authorities to whom the notice is issued are desirous of making any objection/representation, they may do so within 30 days from the date of receipt of the notice. In case no objection/representation is made, it shall be presumed that they/any of them have/has no objection/representation to make.

The Applicant Companies are also directed to issue private notice as prescribed to the said authorities/regulators by way of speed post/hand delivery separately. The proof of sending and effecting the service of notice upon them along with the newspaper publication shall be submitted with the supporting affidavit to this Bench along with Company Petition(s).

The Applicant Companies are directed to effect publication in the newspapers one in English Daily (Business Standard-Tamil Nadu Edition) and another in Vernacular Daily (Maalai Murasu-Tamil Nadu Edition) provided the said newspapers have wide circulation in the State of Tamil Nadu, having not less than 30+2 days before filing the Company Petition(s). The Applicant Companies are directed to upload the notice on their websites and display the notice on the notice board at the Registered Office of the Applicant Companies. The Registry is also directed to display the notice on the notice board of this Bench.

The Applicant Companies may present the Company Petition(s) within 2 (Two) weeks from the date of submission of the reports by the Chairman. Accordingly, the Application stands disposed of.