IN RE Vs. GIRNAR INVESTMENT LIMITED AND ORS

JUDGEMENT

(1.) The above Company Petition is filed by the Applicant Companies above named and has come up finally before us on 6th July, 2017 for the purpose of the approval of the scheme of arrangement as contemplated between the companies and its shareholders by way of demerger and transfer of the Investment and Financing business of the Applicant No. 1/Transferor Company and vesting of the same in the Applicant No. 2/Transferee Company on a going concern basis.. A perusal of the petition discloses that initially the application seeking the directions for convening the meeting of equity shareholders, secured and unsecured creditors of the Petitioner Companies for dispensation were filed before the Hon'ble High Court of Delhi in Company Application (Main) 164 of 2016. The Hon'ble High Court of Delhi vide its order dated 24.01.2017 was pleased to dispense with the requirement of convening of the meetings of the equity shareholders of the Applicant Companies and unsecured creditors of the Applicant/Transferor company, in view of consents having been obtained and produced before it. However, in relation to the Secured Creditors of theApplicant Companies and unsecured creditor of the Applicant/Transferee Company it was represented that there were none, therefore necessity of convening of the meetings did not arise.

(2.) Under the circumstances, the applicants have filed their joint petitions for sanction of the Scheme of Arrangement before this Tribunal under the present provisions, subsequent to the order of dispensation of the meeting ordered by the Hon'ble High Court of Delhi on 24.01.2017.

(3.) In the Second Motion petition filed before it in CAA 28(PB)/2017, this Tribunal vide order dated 10.03.2017 has inter-alia, given directions for issuance of notice to the Registrar of Companies, Regional Director, RBI, Stock Exchange and SEBI. The Applicants herein were also directed to publish the notice of hearing in the newspapers "Indian Express "in English and 'Jansatta' (Hindi) both Delhi editions. The Applicants vide affidavit filed dated 17.04.2017 stated to have effected the paper publication on 11.04.2017 in 'Indian Express' and 'Jansatta'. The Applicant/Transferor Company being a NBFC, it is stated to have also obtained the prior approval of the RBI for the scheme of Arrangement between the applicant companies.