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 ("Scheme" for short) in the nature of amalgamation of AR Printing & Packaging (India) Private Limited (Transferor Company) with Stone Sapphire (India) Private Limited (Transferee Company).
(2.) The petitioner of T.P. No. 76/NCLT/AHM/2017, i.e. AR Printing & Packaging (India) Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 262 of 2016, seeking dispensation of the meetings of Equity Shareholders and Unsecured Creditors of the said Company. The Honourable High Court, vide order dated 9th June 2016, dispensed with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner-company in view of the consent letters given by the Equity Shareholders and Unsecured Creditors of the petitioner-company. Subsequently, the petitioner Transferor Company filed Misc. Civil Application (OJ) No. 92 of 2017 in Company Application No. 262 of 2016 before the Hon'ble High Court seeking clarification as to the meeting of the Secured Creditors. By order dated 21.6.2017, the Hon'ble High Court of Gujarat has clarified that as the Transferor Company does not have secured creditor, no meeting of secured creditors was required to be held.
(3.) The petitioner of T.P. No. 77/NCLT/AHM/2017 i.e. Stone Sapphire (India) Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 263 of 2016, seeking dispensation of the meeting of Equity Shareholders of the said Company. The Honourable High Court, vide order dated 9th June 2016 dispensed with the convening and holding of the meeting of equity shareholders of the petitioner transferee company in view of the consent letters given by all the equity shareholders. In that order, the Honourable High Court observed that being Transferee Company, the meeting of the creditors is not required to be held.;