Bikki Raveendra Babu, Member - (1.) This is a joint petition filed by two companies under Section 230 and 232 of the Companies Act, 2013 seekingr sanction of this Tribunal to a Scheme of Amalgamation ("Scheme" for short) of Cee Cee Engineering Industries Private Limited (CCEIPL) , the Petitioner Transferor Company or the Transferor Company with Rajratan Global Wire Limited (RGWL) , the Petitioner Transferee Company or the Transferee Company.
(2.) The petitioner companies had initiated proceedings before this Tribunal in form of a joint application, being CA(CAA) No. 98/NCLT/AHM/2017. By the said Application the Petitioner Transferor Company sought dispensation of meetings of the Equity Shareholders and Unsecured Creditors of the Company. Further it was submitted that there were no Secured Creditors of the Petitioner Transferor Company, hence, there was no need to hold their meeting. It was submitted that Transferor Company was Wholly Owned Subsidiary of Rajratan Global Wire Limited, the Transferee Company. The Petitioner Transferee Company and its nominees had submitted written consent letters on affidavit approving the proposed Scheme. The Unsecured Creditors of the Transferor Company had also submitted written consent letters on affidavit approving the proposed Scheme. Hence, this Tribunal vide order dated 14th September, 2017, passed in CA(CAA) No. 98/NCLT/ A fa AHM/2017, dispensed with convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Transferor Company in view of the consent letters given by them. This Hon'ble Tribunal also observed that there was no need to hold meeting of Secured Creditors as there were no Secured Creditors of the Petitioner Transferor Company.
(3.) So far as the Transferee Company was concerned, it was submitted that it is a listed public limited company. The Transferee Company RGWL had informed that vide SEBI Notification No. SEBI/LAD/NRO/GN/ 2016-17/029 dated 15-02-2017 the observation letter of the BSE limited is not required in the case of amalgamation of wholly owned subsidiary; only the Scheme is to be disclosed to the concerned Stock Exchange. Accordingly, the Transferee Company had filed a certified true copy of the letter with i BSE Ltd. disclosing the Scheme.;