Bikki Raveendra Babu, Member - (1.) These petitions under Sections 230 to 232 of the Companies Act, 2013 have been filed seeking sanction of proposed scheme of Arrangement in the nature of vesting of the specified undertaking of Heavy Metal and Tubes Limited (transferor company) to HM Financial Services Private Limited (transferee company) ["Scheme" for short].
(2.) The petitioner of C.P.(CAA) No. 11 of 2017, i.e. Heavy Metal and Tubes Limited, had filed an application before the Honourable High Court of Gujarat, being Company Application No. 413 of 2016, under Sections 391 to 394 of the Companies Act, 1956, seeking directions for convening separate meetings of equity shareholders, preference shareholders, secured creditors and unsecured creditors of the petitioner transferor-company. The Honourable High Court, vide its order dated 15th September, 2016, directed the petitioner-company to convene and hold separate meetings of equity shareholders, preference shareholders and unsecured creditors for the purpose of considering and, if thought fit, approving with or without modifications, the arrangement embedded in the Scheme. By the said order, the Honourable High Court also directed that Mr. Nikhil K. Jain, Joint Managing Director of the petitioner-company and, in his absence, Mr. Hitesh K. Jain, Joint Managing Director of the petitioner-company and, in his absence, Mr. Dhaval K. Jain, Whole Time Director of the petitioner-company shall act as Chairman of the aforesaid meetings and in respect of any adjournment or adjournments thereof.
(3.) The petitioner of C.P.(CAA) No. 12 of 2017, i.e. HM Financial Services Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 414 of 2016, seeking dispensation of meeting of equity shareholders of the petitioner transferee-company. The Honourable High Court, vide its order dated 15th September, 2016, dispensed with the convening and holding of the meeting of equity shareholders of the petitioner-company in view of the consent in writing given by the equity shareholders. The Honourable High Court, vide its aforesaid order dated 15th September, 2016, observed that there are no secured and/or unsecured creditors of the petitioner-company.;