Bikki Raveendra Babu, Member - (1.) This is a joint petition filed by two companies under Section 230 and 232 of the Companies Act, 2013 (corresponding to Sections 391 to 394 of the Companies Act, 1956) seeking sanction of this Tribunal to a Scheme of Arrangement involving Amalgamation of Hindprakash Tradelink Private Limited with Ahmedabad Chemicals Private Limited ("Scheme" for short).
(2.) The petitioner companies had originally initiated the proceedings before the Hon'ble High Court of Gujarat in the form of Company Applications No. 479 & 480 of 2016, seeking dispensation of the meetings of shareholders of both the companies and creditors of the Transferee Company. The meetings of the Secured and Unsecured Creditors of the Transferor Company were sought to be convened for getting the Scheme approved by the Creditors of the Transferor Company. Vide the respective orders dated 7th November 2016, the Hon'ble High Court dispensed with the meetings of shareholders of both the companies in view of the consent in writing given by all classes of the Equity as well as Preference shareholders of both the companies. The meetings of the unsecured creditors of the Transferee Company was dispensed with accepting the contention that there was no scheme offered to them and their rights and interests were not affected as a result of the Scheme. There were no Secured Creditors of the Transferee Company. Separate meetings of the Secured and Unsecured Creditors of Hindprakash Tradelink Private Limited, the Transferor Company were directed to be convened.
(3.) Pursuant to the directions issued vide the aforesaid order of the Hon'ble Gujarat High Court, separate meetings of the Unsecured and Secured Creditors were duly convened on 15th December 2016, respectively at 11.0 a.m. and 1.0 p.m. The Chairman's report dated 26th December 2016 was filed along with an affidavit. A perusal of the said report indicates that at the meeting of the unsecured creditors, the proposed Scheme was approved unanimously by the unsecured creditors present and cast valid votes, but with a single modification with regard to the Appointed date for the scheme, which was changed to 1st April 2016 from 1st April 2015. The meeting of the Secured Creditors, though attended by authorized representatives of four Secured Creditors, was required to be adjourned at the request of the representatives as they had not received specific instructions with regard to the proposed scheme. Accordingly, the meeting was adjourned to 17th January 2017.;