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 in the nature of Amalgamation of McFills Enterprises Private Limited (Transferor Company) with MR Organosys Private Limited (Transferee Company) ('Scheme' for short).
(2.) The Petitioner of C.P. (CAA) No. 23 of 2017, i.e. McFills Enterprises Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 543 of 2016, seeking dispensation of the meetings of the Equity Shareholders and sole Secured Creditor of the said Company and convening of the meeting of the Unsecured Creditors of the said Company. The Honourable High Court, vide order dated 14th December, 2016 dispensed with the convening and holding of the meeting of the Equity Shareholders and sole Secured Creditor of the Petitioner Company in view of the consent letters given by the Equity Shareholders and sole Secured Creditor of the Petitioner Company and ordered for convening a meeting of the Unsecured Creditors of the Company. Pursuant to the directions issued with regard to the conduct of the meeting, after the due service of individual notice to all the Unsecured Creditors, as well as after giving public notice, the said meetings were duly convened on 13th January, 2017. The proposed scheme was considered at the said meeting and it was approved unanimously at the meeting of the Unsecured Creditors, viz. 100% in number and 100% in value. The Chairman's report dated 18th January, 2017 for the said meeting is placed on record confirming the result of the meeting.
(3.) The Petitioner of C.P. No. 24 of 2017, i.e. MR Organosys Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 539 of 2016, seeking dispensation of the meetings of the Equity Shareholders of the said Company. The Honourable High Court, vide order dated 14th December, 2016 dispensed with the convening and holding of the meeting of the Equity Shareholders of the Petitioner Company in view of the consent letters given by the Equity Shareholders of the Petitioner Company. The Hon'ble High Court, vide its aforesaid order dated 14th December, 2016, also ordered that, as the rights and interests of the Creditors of the Petitioner Transferee Company were not likely to be prejudicially affected, the approval of the Creditors of the Transferee Company was not necessary and was, therefore, dispensed with. Further, the procedure prescribed under Section 101(2) of the Companies Act, 1956 and under Rules 46 to 65 of the Companies (Court) Rules, 1959 has also been dispensed with by the Honourable High Court.;