IN RE Vs. IFGL REFRACTORIES LTD AND ORS

JUDGEMENT

(1.) This is an application filed by the applicant namely M/s. IFGL Refractories Ltd. (in short "Transferor Company") under Section 230(1)/section 232 of the Companies Act. 2013 read with the Companies (Compromises Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation proposed between M/s. IFGL Refractories Ltd. (the applicant) and M/s. IFGL Exports Ltd. (transferee company) The aforesaid Scheme is also annexed as Annexure "E" to the application. The applicant company prays for the following orders:

(2.) In support of the instant application, an affidavit has been affirmed and filed by one Mr. Rajesh Agarwal, C.S. of M/s. IFGL Refractories Ltd. the applicant, along with the application.

(3.) Mr. Manju Bhutoria, ld. Counsel appearing for the applicant took us to the averments made in the application as well as the documents annexed thereto. She further submitted that the applicant company is a listed company and is listed at BSE and National Stock Exchange Ltd. By and under a letter dated 17.10.2016, NSE has given its no objection to the proposed Scheme of Amalgamation, which has been annexed to the application as Annexure 'K'. BSE by a letter dated 14.10.2016 has given its no objection to the proposed Scheme of Amalgamation, which has been annexed to the application as Annexure V. She further submitted that the registered office of the Transferee Company having been located at Kolkata, Hon'ble High Court at Kolkata vide its Order dated the 5th December, 2016 has dispensed with the meeting of the shareholders of the applicant in view of the written consent given by all the shareholders of the applicant (the Transferee Company). The registered office of the applicant company is at Sundergarh, Odisha. Accordingly it has also filed an application being COPET No. 73 of 2016 before the Hon'ble High Court of Orissa. Cuttack for directions to hold the meeting of its shareholders. During pendency of the said application, a notification dated 7th December, 2016 has been issued by the Ministry of Corporate Affairs (for brevity MCA), which has been notified on 15th December, 2016 as the date on which several provisions of the Act including Sections 230 to 233 came into force dealing with matters of compromises, arrangements and amalgamations. The MCA on 7th December. 2016 also notified the Companies (Transfer of Pending Proceedings) Rules, 2016 to be effective from 15th December, 2016. In view of the aforesaid new dispensation, the instant application being C.A. No. 36 of 2017 has been filed on 23.12.2016 before this Tribunal seeking directions for convening meeting of the equity shareholders of the petitioner and also dispensing with the meeting of creditors of the applicant as stated in the preceding paras. She further submitted that the Hon'ble High Court of Orissa passed an order on 5th January, 2017 for withdrawal of the COPET 73 of 2016, which is reproduced as under: