IN RE Vs. SEABIRD MARINE SERVICES PVT LTD

JUDGEMENT

(1.) This is a common order on two separate petitions, one filed by the Transferor company and another joint petition filed by three Resulting Companies, 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 De-merger and transfer of three different undertakings of the Seabird Marine Services Private Limited (Transferor Company) respectively to three Resulting Companies, namely, Seabird Marine Services (Gujarat) Private Limited ("Resulting Company No.l") , Cargo Consultancy Services (India) Private Limited ("Resulting Company No.2") and Triton Ventures Private Limited ("Resulting Company No.3") .

(2.) It has been submitted that all the petitioner companies belong to one Parekh group under the management and control of the members of the Parekh Family. With the growth of the business and induction of the next generation of the Parekh Family branches, increasing differences arose in the management of the business and vision for growth of the same. A Memorandum of Understanding dated 25th March, 2017 (hereinafter, "the Family Settlement") has been entered into k between all the members of the Parekh Family recording the moral understandings and Family Arrangement arrived at by the Parekh Family members to alleviate such differences and to crystallize the ownership of the Parekh Family Branches of the businesses and the manner in which the businesses were to be conducted. The present Scheme is part of the arrangement concerning the organization/ reorganization/ structuring/ restructuring of the Parekh Family Businesses to give effect to the Family Settlement arrived at by the Parekh Family members to avoid the differences and maintain continued peace and harmony amongst the Parekh Family members. The Petitioner Transferor Company is mainly engaged in the business of establishing, maintaining and operating of container freight stations (CFS) and warehouses. Currently, it operates CFS at JNPT (Maharashtra) , Mundra and Hazira (both in Gujarat) and warehouses at Bhiwandi (Maharashtra) , Kandla and Mundra (both in Gujarat) . The streamlining and crystallization of the ownership and management of the said Transferor Company would be in the best interests of the Company and the continued peace and harmony amongst the Parekh Family members would ensure the growth and focus of the Parekh Family Members on the business of the said Company. By way of the present Scheme, the members of the Parekh Family have decided to demerge various undertakings of the Transferor Company to be transferred to the Resulting Companies, in a manner that would appropriately crystallize the next generation family members' stake/s in the businesses of the various undertakings transferred to the Resulting Companies, and, consequently, the businesses of the Transferor Company by giving each branch control of certain businesses and retaining certain businesses j ointly with shareholding in proportion to the entitlement of each branch of the Parekh Family. Accordingly, the present scheme aims/deals with demerger of three (3) undertakings of the Transferor Company into three (3) Resulting Companies so as to give effect to the Family Settlement arrived at between the members of the Parekh Family.

(3.) The said petitioner companies had filed the proceedings before this Tribunal in form of two separate Applications. An Application was moved by the Transferor Company, being CA CAA No. 103 of 201, seeking dispensation of the meeting of the Shareholders as all of them had approved the Scheme in form of the consent letters on affidavits, whereas directions were sought for holding separate meetings of Secured and Unsecured Creditors of the Transferor Company for the purpose of seeking their approval to the Scheme. Pursuant to the order dated 10th October 2017 passed in the said application, the notices were duly served upon all the Secured and Unsecured Creditors along with the Explanatory Statement, copy of Scheme, Form of Proxy etc. The notice for convening the meetings was also published in newspapers viz. English daily, Business Standard Ahmedabad Edition and Gujarati daily, Gujarat Samachar, both Ahmedabad and Rajkot Editions on 2nd November 2017. An affidavit of service and publication dated 17th November 2017 was filed by Mr. Naresh Khatau Parekh, the alternate Chairman appointed by this Tribunal. The said meetings were duly convened on 5th December 2017. The proposed scheme was approved unanimously by both the Secured and the Unsecured Creditors, present and voted at respective meetings. The Chairman appointed by this Tribunal has filed a report on affidavit dated 8th December 2017.