Bikki Raveendra Babu, Member - (1.) By way of this petition under Section 391 to 394 of the Companies Act, 1956, originally filed before the Honourable High Court of Madhya Pradesh, Bench at Indore, being Company Petition No. 32 of 2016, the petitioner-companies are seeking sanction of a Scheme of amalgamation of Moira Steels Limited (Petitioner Transferor Company No. 1) and Rathi Iron and Steel Industries Limited (Petitioner Transferor Company No. 2) and Bharti Ingot Private Limited (Petitioner Transferor Company No. 3) and Riddhi Ispat Private Limited (Petitioner Transferor Company No. 4) and Avi Ispat Private Limited (Petitioner Transferor Company No. 5) and Gunjan Iron and Steel (India) Private Limited (Petitioner Transferor Company No. 6) and Shubham Fininvest (India) Private Limited (Petitioner Transferor Company No. 7) and Kamyabi Dealer Private Limited (Petitioner Transferor Company No. 8) and Broadway Traders Private Limited (Petitioner Transferor Company No. 9) and Bhootnath Ispat Traders Private Limited (Petitioner Transferor Company No. 10) with Jaideep Ispat and Alloys Private Limited (Petitioner Transferee Company) and their respective shareholders and creditors, with effect from the Appointed Date ["Scheme" for short].
(2.) The petitioners herein had filed Company Application (Petition) Nos. 31, 28, 27, 19, 13, 30, 21, 12, 14, 15, and 29 of 2016, respectively, before the Honourable High Court of Madhya Pradesh, Indore Bench, seeking dispensation of meetings of shareholders and creditors of the petitioner companies for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of amalgamation. The Indore Bench of Madhya Pradesh High Court, vide order dated 1st August, 2016 made in Company Application (Petition) Nos. 12, 13, 14 and 15 of 2016, dispensed with the meetings of shareholders and unsecured creditors on the basis of the consent letters received by the respective companies. Vide order dated 4th August, 2016, the Honourable High Court of Madhya Pradesh, Indore Bench, dispensed with the meetings of shareholders and unsecured creditors in Company Application (Petition) No. 19 of 2016. In Company Application (Petition) No. 21 of 2016, the Honourable High Court of Madhya Pradesh, Indore Bench, vide order dated 4th August, 2016, dispensed with meeting of shareholders in view of the consent letters. However, the meeting of unsecured creditors was dispensed with based on an undertaking that notice of final hearing would be served upon them. In Company Application (Petition) Nos. 27, 28 and 29 of 2016, the Honourable High Court, vide order dated 10th August, 2016, dispensed with meetings of shareholders of the respective companies based on consent letters received from them. However, the meetings of unsecured creditors of the respective companies were dispensed with based on an undertaking that notice of final hearing would be served upon them. In the said Company Applications, the meetings of secured creditors were dispensed with based on minutes of meetings held on 4th July, 2016 with the secured creditors of the Applicant Companies wherein their, in principle, approval was sought. In Company Application (Petition) No. 30 of 2016, by order dated 10th August, 2016, the Honourable High Court dispensed with meetings of shareholders and unsecured creditors on the basis of consent letters. In Company Application (Petition) No. 31 of 2016, vide order dated 10th August, 2016, the Honourable High Court dispensed with the meeting of shareholders based on an undertaking that notice of final hearing would be served upon the shareholders whose consent had not been obtained. In the said application, the meeting unsecured creditors was dispensed with based on an undertaking that notice of final hearing would be served upon them.
(3.) The petitioners, thereafter, filed a joint petition, being Company Petition No. 32 of 2016, before the Honourable High Court of Madhya Pradesh, Indore Bench, seeking sanction of the Scheme. Before the final hearing of the said petition could take place, the same came to be transferred from the Hon'ble Madhya Pradesh High Court, Bench at Indore, to this Tribunal vide the order dated 14th February, 2017, in light of the Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016 and it is renumbered as TP No. 41 of 2017.;