IN RE Vs. GIRNAR INVESTMENT LIMITED AND ORS

JUDGEMENT

(1.) This Company Petition filed jointly by the Applicants is coming before us for admission and for fixing a date of hearing of the main Company Petition as well as for a direction in relation to publication in press to be effected and notices to be issued to the authorities concerned in relation to date of hearing of the Petition and calling for the objections, if any, to the Composite Scheme of Arrangement by way of Demerger (hereinafter for brevity referred to as "SCHEME") contemplated between the Applicant Companies. From the records, it is seen that the First Motion seeking direction for convening the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors were filed before the Hon'ble High Court of Delhi in Co. APPL (M). 164/2016 was heard and reserved for orders on 08.12.2016. Based on such joint application moved under Sections 391 and 394 of the Companies Act, 1956, directions were issued by the Hon'ble High Court on 24.01.2017, where in the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor/Applicant Company No. 1 were dispensed with vide order dated 24.01.2017 as consent from the Equity Shareholders and 1 (one) Unsecured Creditor was obtained by the Transferor/Applicant Company No. 1 for the approval of the Scheme and there were no secured creditors in Transferor/Applicant Company No. 1. In relation to the Transferee Company/Applicant Company No. 2, the meetings of the Shareholders were dispensed with for the approval of the Scheme as consent was obtained from the shareholders of Transferee Company/Applicant Company No. 2, and since Transferee Company/Applicant Company No. 2 had no creditors (both secured and unsecured), the question of convening their meetings did not arise.

(2.) In view of the notification of Sections 230 to 232 as well as the Rules framed thereunder, this Tribunal has now been vested with the power to consider in relation to Compromise, Arrangements and Reconstruction which includes the power to approve "THE SCHEME" of Arrangement by way of Demerger as contemplated under Sections 230 and 232 of the Companies Act, 2013. The records of this case having been transferred to this Tribunal from the Hon'ble High Court of Delhi, this Second Motion coming up before us for consideration is taken up and in terms of the provisions of Sections 230 to 232 of Companies Act, 2013 read with Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 brought into effect on and from 15.12.2016, it is ordered as follows:-