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TMI Blog2017 (6) TMI 1378X X X X Extracts X X X X X X X X Extracts X X X X ..... 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/AHM/2017 for the requisite directions for holding and convening separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the said Company. This Tribunal vide its order dated 6.2.2017 and as rectified vide order dated 14.2.2017, inter alia, directed convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the said Company. 5. The Petitioner of the CP (CAA) No. 33/NCLT/AHM/2017, i.e., Aditya Birla Financial Services Limited, had filed an application before this Tribunal being CA(CAA) 3/NCLT/AHM/201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers) 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 the requisite statutory majority by the Equity Shareholders (which includes Public Shareholders) either in person or by proxy or, through postal ballot, e-voting and through voting at the venue; by requisite statutory majority by the public shareholders in accordance with the SEBI Circular dated 30.11.2015 and unanimously by the Secured Creditors and Unsecured Creditors (including debenture holders) of the said Company at the meetings held on 10.4.2017. The Chairman's report dated 12.4.2017 has also been filed before this Tribunal along with the CP (CAA) No. 31/NCLT/AHM/2017. 9. Notice of meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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 has also been filed before this Tribunal along with the CP (CAA) No. 33/NCLT/AHM/2017. 11. The Petitioner Companies thereafter filed the present petitions seeking sanction of the Scheme. 12. The Petitioner in CP (CAA) No. 33/NCLT/AHM/2017, i.e. Aditya Birla Financial Services Limited, filed an affidavit dated 27.4.2017, inter alia, stating that the change in shareholding pattern of Aditya Birla Financial Services Limited has not changed the voting rights of Aditya Birla Nuvo Limited in Aditya Birla Financial Services Limited, so as to in any manner impact the results of the voting and that the equity shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rved 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 mentioned by the Regional Director that this Tribunal be pleased to direct Grasim Industries Limited to ensure about the compliances of FEMA and RBI guidelines. 16. Learned Senior Advocate, Mr. Joshi, stated that one of the Petitioner Companies, namely Aditya Birla Nuvo Limited, has filed necessary affidavit in reply dated 13.4.2017 to the common representation dated 30.3.2017 filed by the Regional Director. The Petitioner Company, i.e. Aditya Birla Nuvo Limited in paragraph 3 of its reply has, inter alia, stated that the Petitioner Company and Grasim Industries Limited have complied with the said SEBI Circular. In light of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Liquidator, Gujarat has filed his representation dated 4.4.2017 in CP (CAA) No. 31 of 2017, to which Aditya Birla Nuvo Limited has filed its affidavit dated 20.4.2017. 24. In respect of the observations made by the Official Liquidator, Gujarat, in paragraph 14 of the representation, in paragraph 3 of the reply, it is stated that the Chairman appointed for the meetings, which were convened on 10.4.2017, has already filed his affidavit of service on 28.3.2017 in CA (CAA) No. 1 of 2017 before this Tribunal. It is further stated that the Chairman has also filed his report dated 12.4.2017 in CA (CAA) No. 1 of 2017, declaring the results of the meetings convened on 10. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Grasim Industries Limited, inter alia, giving their No-objection" to the Scheme. 34. Pursuant to the notice of hearing issued to Mr. Mukesh Mohan Chandiramani in CP (CAA) Nos. 31 and 32 of 2017, the said person did not appear before this Tribunal and, therefore, the contents his letters dated 28.3.2017 and 27.3.2017 in CP (CAA) No. 31 of 2017 and in CP (CAA) No. 32 of 2017, respectively, need not be looked into for the purpose of sanctioning the Scheme. 35. This Tribunal, while admitting the CP (CAA) No. 33 of 2017 filed by Aditya Birla Financial Services Limited (ABFSL), observed that whether non-convening of meeting of preference shareholders by ABFSL, as directed by this Tribunal in CA (CAA) No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... llow 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 dissolved without winding up. Prayers made in the respective Company Petitions are hereby granted. 37. The petitions are allowed accordingly. Fees of Official Liquidator, Gujarat, are quantified at Rs. 15,000/-, each in CP (CAA) No. 31/NCLT/AHM/2017 and in CP (CAA) No. 33/NCLT/AHM/2017. The said fees would be paid by Aditya Birla Nuvo Limited and Aditya Birla Financial Services Limited, respectively. Fees of Official Liquidator, Madhya Pradesh are quantified at Rs. 10,000/- in CP (CAA) No. 32/NCLT/AHM/2017. The said fees would be paid by Grasim Industries Limited. 38. Filing and issuance of drawn up orders are dispensed with. All concerned authorities to act on a copy of this order along with the Scheme duly authen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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