Bikki Raveendra Babu, Member - (1.) These are two petitions filed (i) jointly by two Transferor companies and (ii) by the Transferee Company 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 Arvind Fashion Brands Limited and Arvind Sports Lifestyle Limited with Anveshan Textile Limited, the petitioner Transferee Company.
(2.) The said petitioner companies had initiated the proceedings before this Tribunal in form of two applications (i) joint application being C A (CAA) No. 65 of 2017 by the Transferor Companies. Vide the said application, the Transferor Companies sought dispensation of meetings of the Equity Shareholders and sought directions to convene meeting of the Unsecured Creditors of both the Transferor Companies. It was submitted that all the shareholders of both 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 order dated 14th June 2017, passed in CA CAA No. 65 of 2017, the meetings of the shareholders of both the Companies were dispensed with. Directions were issued to convene and hold separate meetings of Unsecured Creditors of the Transferor Companies, to consider and if thought appropriate approve with or without modifications, the proposed Scheme of Arrangement. It was further submitted that since the operating units of the Transferor Companies are based at Bangalore, the meetings of unsecured creditors be permitted to be convened in Bangalore.
(3.) So far as the Transferee Company was concerned, it sought dispensation of meeting of the Equity Shareholders and sought directions to convene separate meetings of the Secured and Unsecured Creditors of the Transferee Company. It was submitted that all the shareholders of the Transferee Company had submitted written consent letters on affidavit approving the proposed Scheme. Hence, vide order dated 14th June 2017, passed in CA CAA No. 66 of 2017 the meeting of the shareholders of the Transferee Company was dispensed with. Directions were issued to convene and hold separate meetings of Secured and Unsecured Creditors of the Transferee Company, to consider and if thought appropriate approve with or without modifications, the proposed Scheme of Arrangement.;