Bikki Raveendra Babu, Member - (1.) Learned Advocate Mrs. Swati Soparkar present for petitioners. Order pronounced in open Court. Vide separate sheet. This is a joint petition filed by four companies under Section 230 and 232 of the Companies Act, 2013 seeking sanction of this Tribunal to a Composite Scheme of Arrangement in the nature of Amalgamation of three Transferor Companies viz. Arvind Brands and Retail Limited, Arvind Garments Park Private Limited and Dholka Textile Park Private Limited with Arvind Limited, the petitioner Transferee Company.
(2.) The said petitioner companies had filed the proceedings before this Tribunal in form of joint application being C A (CAA) No. 15 of 2017. So far as the Transferor Companies are concerned, the said application sought dispensation of meetings of the Equity Shareholders and Unsecured Creditors of all the three Transferor Companies. It was submitted that all the three Transferor Companies were directly or indirectly Wholly Owned Subsidiaries of Arvind Limited, the Transferee Company. The said Transferee Company and its nominees had submitted written consent letters on affidavit approving the proposed Scheme. Similarly, all the unsecured creditors of all the three Transferor Companies had submitted written consent letters on affidavit approving the proposed Scheme. It was also submitted that there were no Secured Creditors of any of the Transferor Companies. Hence, Vide the order dated 7th April 2017, the meetings of the shareholders and unsecured creditors of all the Transferor Companies were dispensed with.
(3.) So far as the Transferee Company was concerned, it was submitted that it is a listed public limited company. The copies of the Board Resolutions dated 25th January 2017 passed approving the scheme and initiation of the proceedings were placed on record. The Transferee Company had submitted the proposed Scheme of Arrangement for requisite prior approval from the Securities and Exchange Board of India through the concerned Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited in the month of February 2017. However, as per the notification issued by SEBI dated 15th February 2017 viz. SEBI/LAD/NRO/GN/2016-17/029 the Schemes involving merger of wholly owned subsidiary with the Parent holding company were required only to make requisite disclosures to the stock exchange and not obtain prior approval of SEBI. A copy of the said circular was placed on record. It was submitted that in light of the same, the concerned stock exchanges did not issue such approval letters. This Tribunal directed the petitioner Transferee company to convene and hold separate meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company to consider and, if thought appropriate, approve with or without modifications, the proposed Scheme of Arrangement.;