1. The Applicant is filing the present Application seeking a limited modification in the order dated 23 February 2024 (Order) passed by this Hon’ble Tribunal, in the C.A. (CAA) No. 5 (MB) of 2024 (Company Scheme Application).
2. The Applicant filed the Company Scheme Application No. CA/64/2024, seeking issuance of necessary directions in relation to a Scheme of Amalgamation and Arrangement (Scheme) amongst AMNS Gandhidham Limited (the Applicant herein) and ArcelorMittal Nippon Steel India Limited (Transferee Company) and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013 (Act) read with Rules 3 and 5 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (Compromises Rules).
3. It is submitted that on 23 February 2024, the Company Scheme Application was admitted by way of the Order dated 23 February 2024. The submissions on behalf of the Applicant (at paragraphs 13 and 16 of the Order) that the meetings of the equity shareholders and unsecured creditors be convened on or before 27 March 2024 and directed that notices of the said meetings shall be published in the Financial Express in English language and in Navshakti in Marathi language. As per the Order read with the Compromises Rules, the Applicant is required to ensure that the notices of the said meetings and publication of the newspaper advertisements is completed at least 30 days prior to the date of the meetings.
4. While the Applicant is in the process of preparing the said notices and newspaper advertisements, however, given that the Order was made available to the Applicant only during the course of 23 February 2024 (Friday), it is logistically onerous for the Applicant to comply with all necessary steps before 26 February 2024 (i.e., liaise with the Chairperson, finalize the notices and newspaper advertisements and issue/publish them) as directed in the Order, and as prescribed under the Act read with the Compromises Rules. Therefore, praying to conduct meeting within 40 days from the date of the modified order.
5. Further, in order to convene the meetings of the equity shareholders and unsecured creditors, in a timely manner and ensure compliance with this Hon’ble Tribunal’s directions, the Applicant also seeks modification of the Order to the limited extent of appointing an alternate Chairperson and appointing Ms. Komal Khadaria or any other person as this Hon’ble Tribunal may deem fit as an alternate Scrutiniser, to act in place of the appointed Chairperson and Scrutiniser.
6. In view of the above facts, the detailed Order is as follows:
Para 13 of the earlier order is reproduced below:
“The Applicant/Transferor Company has 7 (seven) shareholders as on 5 October 2023. The Learned Senior Counsel for the Applicant/Transferor Company submitted that that this Hon’ble Tribunal may be pleased to issue necessary directions for convening the meeting of the equity shareholders of the Applicant/ Transferor Company, on or before 27 March 2024, for the purpose of considering, and if thought fit, approving, with or without modifications in the Scheme, online or by any other mode on such date and time as this Hon’ble Tribunal may deem fit and proper”
Para 16 of the earlier order is reproduced below:
“As regards the Unsecured Creditors of the Applicant/Transferor Company, the Learned Senior Counsel submitted that in view of the above, this Hon’ble Tribunal may be pleased to issue necessary directions for convening the meeting of the unsecured creditors of the Applicant/Transferor Company, on or before 27 March 2024, for the purpose of considering, and if thought fit, approving, with or without modifications in the Scheme, online or by any other mode on such date and time as this Hon’ble Tribunal may deem fit and proper”.
Para 18 of the earlier order is reproduced below:
“The quorum for the aforesaid meeting of the Equity Shareholders of the Applicant/Transferor Company shall be as prescribed under Section 103 of the Companies Act, 2013. Equity Shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. In case the required quorum as stated above is not present at the commencement of meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter, the persons present shall be deemed to constitute the quorum. The quorum for the meeting of unsecured creditors of the Applicant/Transferor Company is fixed at 1 (one) Unsecured Creditor. Mr. Suresh Kumar, retired IAS having Email ID – sureshkumarnangia@gmail.com having contact number - 9501015261 on a fees Rs. 2,00,000/-excluding applicable taxes, is appointed as the Chairperson for the meetings of both the Equity Shareholders and the Unsecured Creditors of the Applicant/Transferor Company, including for any adjournment(s) thereof. Ms. S P Sakhala & Co. having address at 202, 2nd Floor, Morya Land Mark- 1, New Link Road, Opposite City Mall, Andheri West, Mumbai – 400053 stand appointed as the scrutinizer for the said meetings on a fees of Rs. 1,50,000/- excluding applicable taxes. The Applicant/Transferor Company shall pay the necessary remuneration for the Chairperson and scrutinizer so appointed. The voting by the shareholders and unsecured creditors of the Applicant/Transferor Company, shall be conducted by poll.”
The corrected para 13 & 16 to be read as under:
Para 13 -
The Applicant/Transferor Company has 7 (seven) shareholders as on 5 October 2023. The Learned Senior Counsel for the Applicant/Transferor Company submitted that that this Hon’ble Tribunal may be pleased to issue necessary directions for convening the meeting of the equity shareholders of the Applicant/ Transferor Company, on or before 29 April, 2024, for the purpose of considering, and if thought fit, approving, with or without modifications in the Scheme, online or by any other mode on such date and time as this Hon’ble Tribunal may deem fit and proper.
Para 16 -
As regards the Unsecured Creditors of the Applicant/Transferor Company, the Learned Senior Counsel submitted that in view of the above, this Hon’ble Tribunal may be pleased to issue necessary directions for convening the meeting of the unsecured creditors of the Applicant/Transferor Company, on or before 29 April, 2024, for the purpose of considering, and if thought fit, approving, with or without modifications in the Scheme, online or by any other mode on such date and time as this Hon’ble Tribunal may deem fit and proper.
7. In view of the prayers with respect to paragraph 18 of the Order to the limited extent of appointing an alternate Chairperson to convene meetings of the Applicant’s equity shareholders and unsecured creditors. And appointing Ms. Komal Khadaria as the alternate Scrutiniser or any other person as this Hon’ble Tribunal deems fit.
The corrected para 18 of the order to be read as under:
The quorum for the aforesaid meeting of the Equity Shareholders of the Applicant/Transferor Company shall be as prescribed under Section 103 of the Companies Act, 2013. Equity Shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. In case the required quorum as stated above is not present at the commencement of meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter, the persons present shall be deemed to constitute the quorum. The quorum for the meeting of unsecured creditors of the Applicant/Transferor Company is fixed at 1 (one) Unsecured Creditor. Adukia & Associates having address- Adukia & Associates, 1/3, Meridian Apartments, Veera Desai Road, Andheri – West, Mumbai – 400058 or in alternate/failing him Mr. Suresh Kumar, retired IAS having Email ID – sureshkumarnangia@gmail.com having contact number - 9501015261 on a fees Rs. 2,00,000/- excluding applicable taxes, is appointed as the Chairperson for the meetings of both the Equity Shareholders and the Unsecured Creditors of the Applicant/Transferor Company, including for any adjournment(s) thereof. Ms. S P Sakhala & Co. having address at 202, 2nd Floor, Morya Land Mark - 1, New Link Road, Opposite City Mall, Andheri West, Mumbai – 400053 or in alternate/failing him Ms. Komal Khadaria, practicing Chartered Accountant stand appointed as the scrutinizer for the said meetings on a fees of Rs. 1,50,000/-excluding applicable taxes. The Applicant/Transferor Company shall pay the necessary remuneration for the Chairperson and scrutinizer so appointed. The voting by the shareholders and unsecured creditors of the Applicant/Transferor Company, shall be conducted by poll.
8. Ordered accordingly. C.A.64/MB/2024 is “allowed” and “disposed of”.
