Bikki Raveendra Babu, Member - (1.) These petitions under Sections 230-232 of the Companies Act, 2013 have been filed seeking sanction of a proposed Scheme of Arrangement ("Scheme" for short) in the nature of demerger of Investment Undertaking of Leo Coats (India) Private Limited into Chaitri Construction Private Limited. The Scheme as originally envisaged was a Scheme of Arrangement in the nature of demerger and transfer of investment undertaking of Leo Coats (India) Private Limited to Chaitri Construction Private Limited along with Amalgamation of Orbit Trading Company Private Limited with Chaitri Construction Private Limited under Sections 391-394 read with Sections 100-104 of The Companies Act, 1956. However, Part-III of the Scheme which pertained to the proposal of Amalgamation of Orbit Trading Company Private Limited with Chaitri Construction Private Limited is proposed to be omitted by the parties to the Scheme.
(2.) The petitioner of TP No. 42/NCLT/AHM/2017 i.e. Chaitri Construction Private Limited, the Resulting Company, had filed Company Application No. 121 of 2016 before the Hon'ble High Court of Gujarat seeking dispensation of meetings of equity shareholders and preference shareholders on the ground that consent letters were given by all the equity shareholders and preference shareholders. It was stated before the Honourable High Court that this being the Resulting Company, the meeting of creditors was not required to be held. By order dated 4.4.2016, the Hon'ble High Court directed dispensation of meeting of equity shareholders and preference shareholders in view of their consent letters. The petitioner subsequently filed OJMCA No. 79 of 2017 in Company Application No. 121 of 2016 before Hon'ble High Court seeking modification to the extent of directing addition of the words "this being the Resulting/Transferee Company, it is ordered that the meeting of the creditors is not required to be held", after Para 4 in the order dated 4.4.2016 made by the Hon'ble High Court in Company Application No. 121 of 2016. By an order dated 20.4.2017, the Hon'ble High Court allowed OJMCA No. 79 of 2017 and modified the order dated 4.4.2016 passed in Company Application No. 121/2016 to the extent of adding the words as prayed in the Application after Para 4 of the order dated 4.4.2016.
(3.) The petitioner of TP No. 43/NCLT/AHM/2017 i.e. Leo Coats (India) Private Limited, the Demerged Company had filed Company Application No. 122 of 2016 before the Hon'ble High Court of Gujarat seeking dispensation of meeting of equity shareholders and for direction to convene and hold meetings of secured creditors and unsecured creditors of the petitioner company. By order dated 4.4.2016, the Hon'ble High Court dispensed with meeting of equity shareholders and directed to convene and hold meetings of secured and unsecured creditors on 3.5.2016. The Hon'ble High Court also directed issuance of notice to creditors with regard to meeting and publication of advertisements. In pursuance to the order dated 4.4.2016, notices were issued to the creditors on 8.4.2016 and the advertisements were published in newspapers on 9.4.2016. As per the order, the meeting of unsecured creditors of the petitioner company was held on 3.5.2016 and the Chairman of the meeting filed necessary report. As per the chairman's report filed in respect of the meeting of Unsecured Creditors, the Scheme is approved unanimously. So far as the secured creditor of the petitioner company is concerned, as the Company had only one secured creditor viz. ICICI Bank and no one remained present in the meeting, the meeting was adjourned. In the meanwhile, the sole secured creditor gave its consent letter in approval of the Scheme.;