Sivasunder Finance And Investment Private Limited And Another vs Saradha Logistics Private Limited

Mohd Sharief Tariq, J

Under consideration are Application Nos. CA/595 to 597/CAA/2019 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made

is to dispense with convening, holding and conducting of the meeting of Equity Shareholders, Secured and Unsecured Creditors of the Transferor

Company-1, Transferor Company-2 and Transferee Company.

M/s. Mambalam lyers Food Products Private Limited

i. The Transferor Company-1 viz., M/s. Sivasunder Finance & Investments Private Limited, has 4 (Four) Equity Shareholders. The list of Equity

Shareholders is placed at page 40 of the typed set filed with the Application. The consent affidavits given by all the Equity Shareholders are placed at

pages 41 to 48 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-

1 is allowed to be dispensed with.

ii. There is no Secured Creditor in relation to the Transferor Company-1. The certificate issued by the Chartered Accountants to this effect is placed

at page 49 of the typed set filed with the Application.

iii. There is 1 (One) Unsecured Creditor in relation to the Transferor Company-1. The Certificate issued by the Chartered Accountants to this effect

is placed at page 50 of the typed set filed with the Application. The consent affidavit given by the Unsecured Creditor is placed at page 51 of the

typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the holding of the

meeting of Unsecured Creditors. Therefore, the meeting of the Unsecured Creditors of the Transferor Company-1 is allowed to be dispensed with.

M/s. Sowsambika Finance & Investments Private Limited

i. The Transferor Company-2 viz., M/s. Sowdambika Finance & Investments Private Limited, has 4 (Four) Equity Shareholders. The list of Equity

Shareholders is placed at page 40 of the typed set filed with the Application. The consent affidavits given by all the Equity Shareholders are placed at

pages 41 to 48 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-

2 is allowed to be dispensed with.

ii. There is no Secured Creditor in relation to the Transferor Company-2. The certificate issued by the Chartered Accountants to this effect is placed

at page 49 of the typed set filed with the Application.

iii. There is 1 (One) Unsecured Creditor in relation to the Transferor Company-2. The Certificate issued by the Chartered Accountants to this effect

is placed at page 50 of the typed set filed with the Application. The consent affidavit given by the Unsecured Creditor is placed at page 51 of the

typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the holding of the

meeting of Unsecured Creditors. Therefore, the meeting of the Unsecured Creditors of the Transferor Company-2 is allowed to be dispensed with.

M/s. Cool Cosmetics Private Limited

i. The Transferee Company viz., M/s. Sri. Saradha Logistics Private Limited, has Four (Three) Equity Shareholders. The list of Equity Shareholders is

placed at page 80 of the typed set filed with the Application. The consent affidavits given by all the Equity Shareholders are placed at pages 81 to 88

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. There are 2 (two) Secured Creditors in relation to the Transferee Company. The Certificate issued by the Chartered Accountants to this effect is

placed at page 89 of the typed set filed with the Application. The consent affidavits given by the secured creditors are placed at pages 90 to 93 of the

typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with the holding of the

meeting of secured creditors. Therefore, the meeting of the Secured Creditors of the Transferee Company is allowed to be dispensed with.

iii. There are 30 (Thirty) Unsecured Creditors in relation to the Transferee Company. The Certificate issued by the Chartered Accountants to this

effect is placed at pages 96 of the typed set filed with the Application. The consent affidavit given by the Creditor constituting 98.56% in terms of

values, is placed at pages 98 to 99 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and

consent to dispense with the holding of the meeting of unsecured creditors. Therefore, the meeting of the unsecured creditors of the Transferee

Company is allowed to dispensed with.

The Registry is directed to issue notice to the RBI, concerned Regional Director, Ministry of Corporate Affairs, RoC concerned and Income Tax

Authorities including the Assessing Officer of the I.T. Circle for all the Companies. The notice is also directed to be issued to the Official Liquidator in

relation to the Transferor Companies separately with the direction to appoint CAs for filing the report with regard to the affairs of the Companies. In

case, the scheme is exempted under the Competition Act, 2002, an affidavit to this effect is to be given. Otherwise, notice to CCI may also be issued.

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 having not less than 30+2 days before the date fixed for filing Petition(s) 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 separately in the newspapers one in English “Business Line†(Tamil Nadu Edition)

and another in vernacular “Makkal Kural†(Tamil Nadu Edition) provided the said newspapers have wide circulation in the State of Tamil Nadu,

at least a month before the date fixed for filing the Petition(s). The Applicant Companies are also directed to upload the notice on their website and

display the notice on the notice board at their Registered Offices. The Registry is also directed to display the notice on the notice board of this Bench.

Accordingly, the Applications are allowed. The Transferor Company-1, Transferor Company-2 and Transferee Company are directed to file the

Petition(s) on or before 21.08.2019.