TMI Blog2021 (6) TMI 700X X X X Extracts X X X X X X X X Extracts X X X X ..... anarayanan, Advocate for Ramela Rangasamy ORDER Sucharitha R., Member (J) 1. It is an application filed by the Liquidator Mrs. Ramela Rangasamy under section 230-232 provisions of the Company Act, 2013 read with Insolvency Bankruptcy Code, 2016 and Regulation 32 of IBBI (Liquidation Process) Regulations, 2016 and under Rule 3(1) of the Companies (Compromise, Arrangement Amalgamation) Rules, 2016. The instant application has been filed in respect of Composite Scheme of Arrangement by virtue of which M/s. Florind Shoes Private Limited (hereinafter referred to as Transferee Company or Company in Liquidation ) and M/s. Florind Uppers Private Limited (hereinafter referred to as Respondent No-1 or Transferor Company ) and M/s. Nivethana Promoters Private Limited (hereinafter referred to as Respondent No-2 or Resulting Company ) and Mr. Ashok Mehta (hereinafter referred to as Respondent-3 or Individual Investor ) and their respective shareholders and Creditors. 2. In this Application, the Applicant/Liquidator prays that this Hon'ble Tribunal may be pleased to: a) To give, necessary directions for convening, conducting and holding of the meeting of Stak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Counsel for the Applicant submitted that the corporate details and credentials of the Transferor Company, Resulting Company and Individual Investor are provided as under: Respondent No. 1: The Respondent No. 1 i.e. M/s. Florind Uppers Private Limited is a private limited Company, which was incorporated on 10.05.2006 under the Companies Act, 1956 and is engaged in the business of manufacture of leather shoes uppers etc. and it is a subsidiary of the company in liquidation. The Transferor Company would amalgamate, transfer and vest its entire business with company in Liquidation Respondent No. 2: The Respondent No. 2 i.e. M/s. Nivethana Promoters Private Limited is a private limited Company, which was incorporated on 14.09.2016 under the Companies Act, 2013 and is engaged in the business of real estate development and infrastructure facilities etc. Consequent to completion of amalgamation, certain identified assets of the Company in liquidation, would be transferred and vested into the Respondent No. 2/Transferor Company on a slump sale business as per the terms of Scheme of Arrangement. Respondent No. 3: The Respondent No. 3 i.e. Mr. Ashok Mehta, is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case. 15. The Liquidator of the Company under liquidation shall place the Scheme of Arrangement before the Stakeholders Committee of the Company in liquidation at their meeting to be called, convened and held as follows:- (a) In view of the wide powers vested with this Tribunal under Section 230 of the Companies Act, 2013, however, without being bogged down by the procedural rigmarole as prescribed therein for approval of a Scheme of Compromise or Arrangement including by way of Amalgamation and at the same time however, not ignoring the views and voting of the respective stakeholders in relation to the Scheme to be placed before them, be it a secured creditor, unsecured creditors, Operational Creditors or the members of the Company in Liquidation, the Liquidator is directed to constitute a Stakeholders Committee in terms of Regulation 31A of IBBI (Liquidation Process) Regulations, 2016 as prevalent on the date of liquidation for the consideration of the Scheme and voting thereon. (b) Since a Scheme is under contemplation as envisaged under Rule 2B of Insolvency Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations, 2016 (hereinafter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Liquidator is directed to cause publication of notice in English Indian Express (all India Edition) having a wide circulation as well as in Vernacular Newspaper Dina Malar (All Edition) having wide circulation within the State of Tamilnadu. (g) By the time when notices as directed in this Order are proposed to be issued by the Liquidator and the AR, if meeting required through physically for approval of the Scheme shall be conducted physically, after getting the approval of this Tribunal in relation to the date, time and its venue, however, current situation, the meeting to be conducted by video conferencing/electronically as is required to be conducted under the provisions of the IBC, 2016 in relation to CoC meetings and voting shall also be done electronically as prescribed under the IBC, 2016, both as envisaged during the CIR Process. However, at the office of the Liquidator, a copy of the Scheme with annexures shall be kept available in entirety for the perusal of the stakeholders. (h) The voting share shall be determined in accordance with Section 5(28) of IBC, 2016 save instead of 'financial creditors', 'financial debt' and 'committee of c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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