Bikki Raveendra Babu, Member - (1.) This is a joint petition filed by four companies under Section 230 and 232 read with sections 66 and 52 of the Companies Act, 2013 (corresponding to Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956) seeking sanction of this Tribunal to a Composite Scheme of Arrangement involving demerger, Amalgamation and Restructure of Share Capital between Shanker Global Private Limited, Spectrum Tubes Private Limited, Hindprakash Corporation Private Limited and Laxmi Alutrade Private Limited ("Scheme" for short).
(2.) The Scheme envisages demerger and transfer of the Demerged Undertaking, viz. Trading Undertaking of Shanker Global Private Limited, (hereinafter referred to as the "De-merged Company" or "the Transferor Company-1"/SGPL) to Spectrum Tubes Private Limited (hereinafter referred to as "the Resulting Company"/STPL) and amalgamation of Residue Undertaking of Shanker Global Private Limited, as well as Hindprakash Corporation Private Limited (hereinafter referred to as "the Transferor Company-2"/HCPL) with Laxmi Alutrade Private Limited (hereinafter referred to as "the Transferee Company"/LAPL); as well as Restructure of Share Capital of Shanker Global Private Limited), the De-merged Company.
(3.) The said petitioner companies had originally initiated the proceedings before the Hon'ble High Court of Gujarat in the form of Company Applications No. 526 to 529 of 2016, seeking dispensation of the meetings of shareholders and creditors. Vide respective orders dated 14th December 2016, the Hon'ble High Court dispensed with the meetings of shareholders of all the companies in view of the consent in writing given by all the Equity shareholders of all the companies and the Preference Shareholders of Hindprakash Corporation Private Limited, the Transferor Company-2. The meetings of the unsecured creditors of two Transferor Companies viz. Shanker Global Private Limited and Hindprakash Corporation Private Limited were dispensed with in view of the consent in writing given by all the unsecured creditors of these two companies. In case of the Resulting Company, viz. Spectrum Tubes Private Limited and the Transferee Company viz. Laxmi Alutrade Private Limited, the meetings of the unsecured creditors were dispensed with accepting the contention that their rights and interests were not affected as a result of the proposed scheme. There were no Secured Creditors of any of these companies and hence their meetings were not necessary.;