BARODA TEXTILE EFFECTS PVT LTD Vs. STATE

JUDGEMENT

(1.) THESE petitions are filed by two petitioner Companies for sanction of a Scheme of Arrangement in the nature of amalgamation of Baroda Textile Effects Private Limited, Huntsman Advanced Materials (India) Private Limited and Huntsman Performance Products (India) Private Limited with Huntsman International (India) Private Limited, as proposed between the petitioner Company and its Shareholders and Creditors under Sections 391 to 394 of the Companies Act, 1956. It has been pointed out that the second Transferor Company viz. Huntsman Advanced Materials (India) Private Limited and the Transferee Company viz. Huntsman International (India) Private Limited are the Companies having their registered offices situate at Mumbai and they had initiated the proceedings before the Hon'ble Bombay High Court. It has been further confirmed that the said scheme with respect to these two Companies has already been sanctioned by the Hon'ble Bombay High Court vide order dated 13.9.2013 passed in Company Scheme Petition No.847 of 2012 and allied matters.

(2.) IT has been submitted that vide order dated 1.11.2013 passed in Company Application No.341 of 2012, filed by Baroda Textile Effects Private Limited, the petitioner Transferor Company, meetings of the Equity Shareholders and Preference Shareholders of the Company were dispensed with in view of the written consent letters from all of them placed on record. However, separate meetings of the Secured and Unsecured Creditors were directed to be convened on 17.12.2012. The said meetings were duly convened pursuant to the directions issued by this Court and the proposed scheme was approved unanimously i.e. 100% in number and 100% in value by the Secured as well as Unsecured Creditors present and voting at the respective meetings. The Chairman's report along with affidavit dated 30.12.2012 has been placed on record which confirms the above result.

(3.) IT has been further pointed out that in case of Huntsman Performance Products (India) Private Limited, the other Transferor Company, the meeting of the Equity Shareholders was dispensed with in view of the written consent letters from all of them placed on record. However, separate meetings of the Secured and Unsecured Creditors were directed to be convened on 14.12.2012. The said meetings were duly convened pursuant to the directions issued by this Court. The proposed scheme was approved by requisite statutory majority in case of Unsecured Creditors i.e. 93.75% in number and 99.81% in value by the Unsecured Creditors present and voting at the said meeting. Whereas the said Scheme was approved unanimously i.e. 100% in number and 100% in value by the Secured Creditors present and voting at the said meeting. The Chairman's report along with affidavit dated 27.12.2012 has been placed on record which confirms the above result.