TaxTMI 
TaxTMI 
2018 (3) TMI 1252
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.... the appeals as common question of law is involved and have been preferred against common judgment dated 16th August, 2017 passed by the National Company Law Tribunal (hereinafter referred to as "Tribunal") Principal Bench, New Delhi in Company Petition No. 07 (ND)/2017, they were heard together and are being disposed of by this common judgment. 2. The brief facts of the case are as follows: A joint petition under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016, was filed by Appellants (1st Petitioner Company)- 'Ratnagiri Gas and Power Private Limited' and (2nd Petitioner Company/'Resulting Company')- 'Konkan LNG Private Limited' before the Hon'ble Delhi High Court for sanction of 'Scheme of Arrangement' (Demerger) as contemplated between the Petitioner Companies and their shareholders and creditors. 3. The Hon'ble High Court of Delhi in Company Application No. (M) 142/2016, vide order dated 7th October, 2016, directed convening of the following meetings in relation to the Petitioner Companies: Class of Meeting Date of Meeting Chairman appointed for the Meeting Equity Shareholders of ....
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....h August, 2017, observed as follows: "19. Since the Scheme is yet to be sanctioned, the petitioner companies have ample scope to seek the approval of the shareholders and creditors with a view to comply with the provisions of Section 66 of the Companies Act, 2013 or at least for the modifications as sought for in the application in CA- 180 (PB) 2017 claimed to be an integral part of the Scheme as this Tribunal cannot supplant its wisdom as to that of its shareholders and creditors in the exercise of supervisory jurisdiction and with the above said observations we are constrained to close the petitioner sine die with liberty being granted to the Petitioner Companies to revive the Petition as and when compliances are effected. Further before parting it is also to be seen that under Clause 31 of the Scheme which reads as follows: - 31. In the event of this Scheme does not come into effect by March 31, 2017 or by such later date as may be agreed by the respective Board of Directors of the Resulting Company and the Demerged Company, this Scheme shall stand revoked, cancelled and be of no effect and become null and void and in that event no rights and liabilities whatso....
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....class of them, the Tribunal may, on the application of the company or of any creditor or member of the company, or in the case of a company which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Tribunal directs. Explanation.-For the purposes of this sub-section, arrangement includes a reorganisation of the company's share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both of those methods. xxx xxx &n....
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....y submit that they may be allowed to intervene and assist this Hon'ble Tribunal towards sanctioning of the Scheme." 14. Another ground for rejection of Scheme has been recorded in Paragraph No. 19, as quoted above to the effect that the life of the Scheme (Long stop date) was 31st March, 2017 and there is no record to suggest that the same has been extended. 15. Learned Senior counsel for the Appellant submitted that the aforesaid finding is contrary to the record. From the record placed before the Tribunal we find that the Long Stop Date of 31st March, 2017 was extended to 31st March 2018. Extract of 101st Meeting of the Board of Directors of 'Ratnagiri Gas and Power (P) Ltd.' held on 23rd March, 2017 and extract of Minutes of 9th Meeting of the Board of Directors of 'Konkan LNG Private Limited' held on 30th March, 2017 as submitted by the Company Secretary show that the Demerger Scheme was extended to 31st March, 2018, as extracted below: 16. So far as the standard of accounting is concerned, the Statutory Auditor of 1st Appellant Company, only had suggested a different method of accounting and it is not in dispute that the said method do not affect the financial posi....
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....er, in absence of any such record, we are not making any observation in this appeal. It appears that the Maharashtra Industrial Court by an order dated 7th January, 2017 in Complaint (ULP) 321 of 2002 held that the services of the workmen were never terminated; the establishment was never closed; the workmen are the successor-in-interest of the 'Dabhol Power Company' and that the workmen are the permanent employees of the Ratnagiri Gas and Power Private Limited. If that be so, they may continue with their status, if taken over in one or the other company. 21. Even if aforesaid submission is accepted, it is always open to the employers to pass appropriate order of termination of one or other workmen, following the procedure of law. For example, in a disciplinary proceeding, if misconduct is proved against one or other workmen or employees, it is always open to the employer to terminate the service and in such case question of return of land does not arise. 22. In view of aforesaid discussion during the course of hearing, learned counsel appearing on behalf of the workmen (Objectors), suggested to modify the part of the Scheme protecting the rights of employees and workmen, who....
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....osed by Ratnagiri Gas and Power Private Limited on the draft suggested by Hon'ble NCLAT on 23.11.2017 Subject to the outcome of proceedings arising out of Writ Petition No. 3892/2017, the 158 employees represented by Objector No.1, in whose favour an award or order has been passed by the Industrial Tribunal, Kolhapur shall be accommodated in the Konkan LNG Private Limited or Ratnagiri Gas and Power Private Limited, as may be decided by the Board of Directors of Ratnagiri Gas and Power Private Limited. In case of lay-off due to closure, declaration of sickness, or initiation of insolvency resolution process against, either of the companies, aforesaid employees shall be accommodated in either of the existing company, if so necessary by retrenching those employees who are engaged on contract basis through a contractor and not having any order in their favour from any Tribunal or court of law. That means, the 158 employees represented by Objector no.1 will have priority of adjustment in the other company which continues to function normally, over the contract employees in whose favour there is no order or award passed by any Tribunal or court of law. The aforesa....
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....(India) Ltd. GAIL Jubilee Tower, 5th Floor. B-35-36 Sector-1, NOIDA - 201 301 Uttar Pradesh, India Tel.: +91-126-4148900, Fax: +91-120-4148913 E-mail: [email protected] EXTRACT OF MINUTES OF 101ST MEETING OF BOARD OF DIRECTORS HELD ON THURSDAY THE 23RD MARCH, 2017 AT 4:30 P.M. AT MAHAGENCO OFFICE, PRAKASHGAD, SECOND FLOOR, PLOT NO.G-9, ANANT KANEKAR MARG, BANDRA (EAST), MUMBAI-400051. Subject: Extension of Long Stop Date from 31.03.2017 as prescribed under Clause 31 of the Demerger Scheme to 31.03.2018. "RESOLVED THAT approval of the Board of Directors be and is hereby accorded for extension of the Long Stop Date from 31.03.2017, as prescribed under Clause 31 of the Demerger Scheme, to 31.03.2018." "RESOLVED FURTHER THAT Managing Director or Dy. Managing Director be and is hereby individually authorized to do all the act, deed and thing as may be necessary to give effect to the aforesaid resolution. Certified true copy For Ratnagiri Gas and Power Private Limited Aven't sair Ankit Jain 301812-12 Company Secretary ANKIT JAIN Company Secretary RATNAGIRI GAS & POWER PVT. LTD. 5th Floor, GAIL Jubilee Tower, B-35....