IN RE Vs. SANGHI INFRASTRUCTURE PVT LTD

JUDGEMENT

(1.) These petitions under Sections 230-232 of the Companies Act, 2013 have been filed seeking sanction of a proposed Scheme of Arrangement in the nature of Demerger and Amalgamation between Sanghi Infrastructure Limited (Petitioner Amalgamating w Company 1) and Shreenathji Voyage Private Limited (Petitioner Amalgamating Company 2) and Balaji Voyage Private Limited (Petitioner Amalgamating Company 3) and Navdurga Voyage Private Limited (Petitioner Amalgamating Company 4) and Enrich Steels Private Limited (Petitioner Demerged Company) and Kachchh Hospitality Private Limited (Petitioner Resultant Company or Petitioner Amalgamated Company) ['Scheme' for short].

(2.) The Petitioner of CP (CAA) No. 75 of 2017, i.e. Sanghi Infrastructure Limited, filed an application before this Tribunal, being CA(CAA) No.39 of 2017, seeking dispensation of meetings of the Equity Shareholders and Secured as well as Unsecured Creditors of the said Company. This Tribunal, vide order dated 12th May, 2017, dispensed with the convening and holding of the meeting of the Equity Shareholders in view of the consent letters given by the Equity Shareholders. This Tribunal also held that there was no need to hold meetings of Secured Creditors and Unsecured Creditors of the Petitioner Company as there were no Secured or Unsecured Creditors of the Petitioner Company as on the date of filing of the application. While disposing of the said application, this Tribunal directed Petitioner Amalgamating Company 1 to send notice in Form No.CAA.3 along with copy of the Scheme of Arrangement, explanatory statement and the disclosures mentioned under Rule 6 to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, Gujarat (iii) the Income Tax Authorities and (iv) the Official Liquidator concerned stating that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it would be presumed that they have no objection to make on the proposed Scheme. Accordingly, Petitioner Amalgamating Company 1 after serving notices on the statutory authorities, filed proof of service.

(3.) The Petitioner of CP (CAA) No. 76 of 2017 i.e. Shreenathji Voyage Private Limited, filed an application before this Tribunal, being CA(CAA) No.40 of 2017, seeking dispensation of meetings of the Equity Shareholders and Secured as well as Unsecured Creditors of the said Company. This Tribunal, vide order dated 12th May, 2017, dispensed with the convening and holding of the meeting of the Equity Shareholders in view of the consent letters f given by the Equity Shareholders. This Tribunal also held that there was no need to hold meetings of Secured Creditors and Unsecured Creditors of the Petitioner Company as there were no Secured or Unsecured Creditors of the Petitioner Company as on the date of filing of the application. While disposing of the said application, this Tribunal directed Petitioner Amalgamating Company 2 to send notice in Form No.CAA.3 along with copy of the Scheme of Arrangement, explanatory statement and the disclosures mentioned under Rule 6 to (i) the Central Government through the Regional Director, North Western Region, (ii) the Registrar of Companies, Gujarat (iii) the Income Tax Authorities and (iv) the Official Liquidator concerned stating that representations, if any, to be made by them shall be made within a period of 30 days from the date of receipt of such notice, failing which it would be presumed that they have no objection to make on the proposed Scheme. Accordingly, Petitioner Amalgamating Company 2 after serving notices on the statutory authorities, filed proof of service.