Gujarat High Court Approves Composite Scheme of Arrangement for Sangam, Sanghi, & Enrich

The Gujarat High Court, under the direction of Justice Abhilasha Kumari, sanctioned a Composite Scheme of Arrangement involving Sangam Investors Services Private Limited, Sanghi Infrastructure Limited, and Enrich Steels Private Limited, along with their shareholders and creditors. The Court dispensed with the requirement of convening meetings for certain shareholders and creditors who had already consented to the scheme. Various orders were issued, including fixing a date for final hearing, publication of notices, and dispensation of certain notices. The Court ensured compliance with the Companies Act, 1956 throughout the process.

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Issues:
1. Sanction of Composite Scheme of Arrangement.
2. Dispensing with the requirement of convening meetings of shareholders and creditors.
3. Orders passed by the Court.

Analysis:

Sanction of Composite Scheme of Arrangement:
The petitioner, Sangam Investors Services Private Limited, filed a petition seeking the sanction of a Composite Scheme of Arrangement involving itself as the Transferor Company, Sanghi Infrastructure Limited as the Demerged Company, and Enrich Steels Private Limited as the Transferee Company, along with their respective shareholders and creditors. The Court admitted the petition and scheduled it for final hearing on June 15th, 2016. Furthermore, the Court ordered the publication of notice of the petition in specific newspapers and directed notices to be sent to the Central Government and the Official Liquidator in compliance with the relevant sections of the Companies Act, 1956.

Dispensing with the requirement of convening meetings:
It was noted from the records that in a previous oral order dated 10.03.2016, the Court had dispensed with the necessity of convening a meeting of the Equity Shareholders, Preference Shareholders, and Unsecured Creditors of the petitioner Company who had already consented to the proposed Scheme. Since there were no Secured Creditors of the petitioner Company, the obligation to hold a meeting of Secured Creditors did not arise. The Court specifically mentioned the dispensation of notice in the Government Gazette and permitted Direct Service in addition to the normal mode of service.

Orders passed by the Court:
In light of the facts and circumstances of the case, the Court issued several orders:
1. Admission of the petition.
2. Fixing the date for final hearing.
3. Publication of notice in specific newspapers.
4. Notice to the Central Government through the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator as per the Companies Act, 1956.
5. Dispensation of notice in the Government Gazette and permission for Direct Service alongside the regular mode of service.

This judgment by the Honourable Smt. Justice Abhilasha Kumari of the Gujarat High Court demonstrates a meticulous consideration of the petition for a Composite Scheme of Arrangement, along with the procedural aspects related to convening meetings and issuing necessary notices in compliance with the Companies Act, 1956.

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