IN RE Vs. SIERRA INVESTMENTS PVT LTD

JUDGEMENT

(1.) This is a common order for three separate petitions filed by two Transferor companies and a 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 Sierra Investments Private Limited (First Transferor Company) and Whitefield Chemtech Private Limited (Second Transferor Company) with Nirayu Private Limited (Transferee Company) and their respective shareholders and Restructure of Capital of Nirayu Private Limited.

(2.) The said petitioner companies had filed the proceedings before this Tribunal in form of joint application, being C A (CAA) No. 101 of 2017. By the said application, the Petitioner Companies sought dispensation of meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner Companies. It was submitted that all the shareholders of the Petitioner Companies had submitted written consent letters on affidavit approving the proposed Scheme. Similarly, all the Unsecured Creditors of two Petitioner Companies had submitted written consent letters on affidavit approving the proposed Scheme. It was further submitted that there were no Secured Creditors of any of the Petitioner Companies and no Unsecured Creditors of the First Transferor Company. Hence, this Tribunal, vide order dated 15th September 2017, passed in CA CAA No. 101 of 2017, dispensed with meetings of shareholders and unsecured creditors of all the Companies. Since there were no Secured Creditors of any of the Petitioner Companies, as certified by the Chartered Accountants, their meeting was held to be not necessary. The petitioner companies, thereafter, filed separate petitions on 12th October 2017.

(3.) Vide the aforesaid order dated 15th September 2017, the r Petitioner Companies were also directed to serve Notice of the Scheme to the Regulatory Authorities-viz. (i) Central Govt. through the Regional Director, North-Western Region, (ii) t. Registrar of Companies, Gujarat, (iii) concerned Income Tax Authorities; and (iv) Official Liquidator for the Transferor Companies only alongwith Notice, Explanatory Statement and other requisite documents and disclosures. The notices were duly served on all the authorities on or before 19th September ' 2017. An affidavit dated 25th September July 2017 confirming compliance of the said directions for service of notice on all the above Regulatory Authorities along with the acknowledgments for the same was filed with this Tribunal. In response to the said notice, the Regional Director filed an affidavit with the HonTDle Tribunal dated 27th September 2017 contending non-compliance of the provisions of the Companies Act, 2013 by the Transferee Company. However, on satisfactory explanation for the same by the petitioners, common representation dated 17th October 2017 was received from the Regional Director, Western Region and representations dated 12th October 2017 were received from the Official Liquidator. No Representation was received either from the Income Tax Authorities or from any other regulatory authority.