Bikki Raveendra Babu, Member - (1.) This petition under Sections 230-232 of the Companies Act, 2013 has been filed seeking sanction of a proposed Scheme of Arrangement in the nature of demerger of Specialty Chemical Business of SM Chemicals Vapi Private Limited (Demerged Company 1) and Specialty Chemical Business of Sandhya Dyes and Chemical Private Limited (Demerged Company 2) into Sandhya Organic Chemicals Private Limited (Resulting Company) (for short 'the Scheme' or 'the Scheme of Arrangement') .
(2.) The petitioners submit that the petitioners filed a Joint Company Application being, CA (CAA) No. 94/NCLT/AHM/2017, before this Hon^le Tribunal seeking dispensation of the meetings of the equity shareholders, while seeking directions to convene and hold meetings of secured creditors and unsecured creditors of all the three petitioner companies. By an order dated 30.8.2017 made in CA (CAA) No. 94/NCLT/AHM/2017, this HonlDle Tribunal was pleased to dispense with the meetings of the equity shareholders of all the three petitioner companies, while directing to convene and hold meetings of creditors of all the three Companies. This Tribunal also directed that a common advertisement about convening of the said meetings be published in English Daily "Financial Express" and Gujarati Daily "Financial Express", both having circulation in Vapi. This Tribunal also directed issuance of notices to Regional Director, Registrar of Companies and Income Tax Authority stating that representation, if any, to be made by them, be made within a period of 30 days from the date of receipt of such notice.
(3.) As per the order dated 30.08.2017, the meetings of creditors were ordered to be held on 7.10.2017 and at least one month before the date of the meetings, the petitioner companies were required to send the notices to the secured creditors and unsecured creditors and also to publish the advertisement. The petitioners were also directed to send the notice to statutory authorities. The petitioners submit that on account of certain unavoidable circumstances, the authorised signatory in case of petitioner Demerged Company 1 and Demerged Company 2 were not available in Town up to 12.9.2017. The petitioners therefore could not execute the order and the directions given by this HonTDle Tribunal. Due to this reason, time to send notices and to publish the advertisement also lapsed. In the above circumstances, the meetings of the Secured Creditors and the Unsecured Creditors of each of the petitioner companies could not be held and convened on the date as fixed by this Hon*ble Tribunal. The petitioners therefore filed LA. No. 284/2017 to pass appropriate orders extending the date of convening and holding meetings of Secured Creditors and Unsecured Creditors in each of the petitioner companies by three weeks. This Tribunal vide order dated 21.9.2017 was pleased to allow LA. No. 284/2017 and extend the date of convening and holding meetings of secured and unsecured r creditors of all the three petitioner companies with a specific direction that the petitioner companies shall convene and hold the meetings of secured and unsecured creditors on 18.11.2017 following the time given in the earlier order dated 30.8.2017. It was further held that the cut off date for the secured creditors and unsecured creditors shall be taken as 21.9.2017.;