TMI Blog2017 (6) TMI 1378X X X X Extracts X X X X X X X X Extracts X X X X ..... eard Mr. Mihir Joshi, Senior Advocate on behalf of the Petitioner Companies and learned Advocate, Mr. Pathik Acharya, appearing for the Official Liquidator. 2. These are the petitions filed by the three Petitioner Companies for sanctioning of the Composite Scheme of Arrangement between Aditya Birla Nuvo Limited, Grasim Industries Limited and Aditya Birla Financial Services Limited and their respective shareholders and creditors (Scheme). 3. The Petitioner of the CP (CAA) No. 31/NCLT/AHM/2017, i.e., Aditya Birla Nuvo Limited, had filed an application before this Tribunal being CA(CAA) No. 1/NCLT/AHM/2017 for the requisite directions for holding and convening separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors (including debenture holders) of the said Company. This Tribunal vide its order dated 6.2.2017, inter alia, directed convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors (including debenture holders) of the said Company. 4. The Petitioner of the CP (CAA) No. 32/NCLT/AHM/2017, i.e., Grasim Industries Limited, had filed an application before this Tribunal being CA(CAA) 2/NCLT ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tice of meetings was sent individually to the Equity Shareholders, Secured Creditors and Unsecured Creditors (including debenture holders) of the Petitioner Company of CP (CAA) No. 31/NCLT/AHM/2017, i.e., Aditya Birla Nuvo Limited, pursuant to the order dated 6.2.2017, together with a copy of the Scheme, a copy of the Explanatory Statement required to be furnished under Section 230-232 read with Section 102 of the Companies Act, 2013 and the prescribed Form of Proxy, amongst others to the Equity Shareholders as on 4.3.2017 and to the Secured Creditors and Unsecured Creditors (including debenture holders) as on 31.1.2017, respectively, being the cut-off dates for the purpose of sending the aforesaid notices. The notice of meetings was also advertised as directed by this Tribunal vide its order dated 6.2.2017 in English daily, Indian Express , all Editions and Gujarati daily, Sandesh , Rajkot Edition on 8.3.2017. Mr. S.C. Bhargava, the Chairman of the meetings has already filed the requisite affidavit dated 28.3.2017 in respect of service of notices and appearance of advertisements of the said notice amongst others. The arrangement embodied in the Scheme was approved by more than t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sent individually to the Equity Shareholders of the Petitioner of CP (CAA) No. 33/NCLT/AHM/2017, i.e., Aditya Birla Financial Services Limited, pursuant to the order dated 6.2.2017 as rectified by order dated 14.2.2017 and order dated 16.3.2017 passed in IA 34 of 2017, together with a copy of the Scheme, a copy of the Explanatory Statement required to be furnished under Section 230-232 read with Section 102 of the Companies Act, 2013 and the prescribed Form of Proxy, amongst others to the Equity Shareholders as on 4.3.2017, being the cut-off date for the purpose of sending the aforesaid notices. The notice of meeting was also advertised as directed by this Tribunal in English daily, Indian Express , all Editions and Gujarati daily, Sandesh , Rajkot Edition on 8.3.2017. Mr. S.C. Bhargava, the Chairman of the meeting of the equity shareholders has already filed the requisite affidavit dated 28.3.2017 in respect of service of notice and appearance of advertisements of the said notice amongst others. The arrangement embodied in the Scheme was approved unanimously by the Equity Shareholders of the said Company at the meeting held on 10.4.2017. The Chairman's report dated 12.4.2017 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Further, the Petitioner of CP (CAA) No. 32/NCLT/AHM/2017 has also published the notice of hearing of the petition in English daily, Indian Express , All Editions and in Hindi daily, Nai Dunia , Indore Edition on 6.5.2017. The affidavits of service, on behalf of Aditya Birla Nuvo Limited and Aditya Birla Financial Services Limited, both dated 9.5.2017 and of Grasim Industries Limited dated 10.5.2017, have been filed confirming the publication of the notices in the newspapers as directed and also the notices of hearing of the petitions being served upon the concerned statutory authorities and the proof of notices being served upon Mr. Mukesh Mohan Chandiramani in CP (CAA) No. 31/NCLT/AHM/2017 and in CP (CAA) No. 32/NCLT/AHM/2017. 15. In response to the notice to the Regional Director, Ministry of Corporate Affairs, the Regional Director has filed common representation dated 30.3.2017. In paragraph 2(b) of the said common representation it is mentioned by the Regional Director that Aditya Birla Nuvo Limited and Grasim Industries Limited should comply with of the SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30.11.2015. In paragraph 2(c) of the said common representation it is m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 20. In respect of the observations made by the official Liquidator, Madhya Pradesh in paragraph 16 of the representation, in paragraph 4 of the reply, it is stated that Grasim Industries Limited shall preserve its books of accounts, papers and records and the same shall not be disposed of without prior permission of the Central Government. 21. In respect of the observations made by the official Liquidator, Madhya Pradesh in paragraph 17 of the representation, in paragraph 5 of the reply, it is stated that Grasim Industries Limited has already produced a copy of the certificate of the Statutory Auditor of Grasim Industries Limited, as Annexure Z in CA (CAA) No. 2/NCLT/AHM/2017, inter alia, stating that the accounting treatment proposed in the Scheme is in compliance with the provisions of the Section 133 of the Companies Act, 2013. 22. In respect of the observations made in paragraph 19 of the representation, it is submitted in paragraph 7 of the reply that the Scheme nowhere prescribes with regard to absolving the statutory liability of Grasim Industries Limited. 23. In response to the notice to the Official Liquidator in the aforesaid Petitions, the Official Liqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct of the observations made by the official Liquidator, Gujarat, in paragraph 15 of the representation, in paragraph 4 of the reply, it is stated that Aditya Birla Financial Services Limited shall preserve its books of accounts, papers and records and shall not be disposed of without the prior permission of the Central Government. 31. In respect of the observations made by the official Liquidator, Gujarat, in paragraph 16 of the representation, in paragraph 5 of the reply, it is stated that the provisions of Section 232(7) of the Companies Act, 2013 nowhere contemplates filing of certain documents before the sanction of the Scheme. However, Aditya Birla Financial Services Limited shall file necessary forms with the concerned Registrar of Companies after the Scheme is sanctioned by this Tribunal. 32. In respect of the observations made at paragraph 18 of the representation, it is submitted in paragraph 7 of the reply that the Scheme nowhere prescribes with regard to absolving the statutory liability of Aditya Birla Financial Services Limited. 33. Pursuant to the Notice under Section 230(5) of the Companies Act, 2013, Reserve Bank of India has addressed a letter to Gra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs of ABNL, the holding company of ABFSL. The said rights issue was there in the draft scheme approved by the Board. It is stated that all necessary formalities in regard to issuance of rights shares have been complied by the petitioner-company. Therefore, this Tribunal is of the view that the above said aspects would not come in the way of sanctioning of the Scheme. 36. Considering the entire facts and circumstances of the case and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of sections 230-232 of the Companies Act, 2013 are satisfied. The Scheme is genuine and bona fide and in the interest of the shareholders and creditors. I, therefore, accordingly allow the Company Petitions and approve the Scheme. The Scheme, which is at Annexure J to the respective Company Petitions, is hereby sanctioned and it is declared that the same shall be binding on Aditya Birla Nuvo Limited and Grasim Industries Limited and Aditya Birla Financial Services Limited and their respective shareholders, creditors and all persons concerned under the Scheme. It is hereby directed that Aditya Birla Nuvo Limited, on Effective Date 1 shall stand dissolv ..... X X X X Extracts X X X X X X X X Extracts X X X X
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