TaxTMI 
TaxTMI 
2021 (6) TMI 700
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....Limited (hereinafter referred to as "Respondent No-2" or "Resulting Company") and Mr. Ashok Mehta (hereinafter referred to as "Respondent-3" or "Individual Investor") and their respective shareholders and Creditors. 2. In this Application, the Applicant/Liquidator prays that this Hon'ble Tribunal may be pleased to: a) To give, necessary directions for convening, conducting and holding of the meeting of Stakeholders Committee of the Company in Liquidation i.e. Florind Shoes Private Limited to consider the Scheme of Arrangement and pass such other order or orders as this Hon'ble Tribunal may deem fit and proper in the circumstances of the cases render justice; b) To give, necessary directions to Applicant Company to publish advertisements each in English language in a national English Newspaper and its translation thereof in widely circulated regional newspaper in Tamil language; c) It is prayed that notices to the statutory authorities to be ordered by this Hon'ble Tribunal as per the provisions of section 230(5) of the Act and rule 8 of the Companies (Compromise, Arrangement & Amalgamation) Rules, 2016. 3. Based on the scheme filed by th....
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....09.2016 under the Companies Act, 2013 and is engaged in the business of real estate development and infrastructure facilities etc. Consequent to completion of amalgamation, certain identified assets of the Company in liquidation, would be transferred and vested into the Respondent No. 2/Transferor Company on a slump sale business as per the terms of Scheme of Arrangement. Respondent No. 3: The Respondent No. 3 i.e. Mr. Ashok Mehta, is an Induvial Investor. The remaining business of the Company in Liquidation, would be revived and rehabilitated by the Respondent No. 3 in accordance with Part D of Scheme of Arrangement. 8. The learned counsel for the Applicant has submitted that the Company in liquidation has 11 equity shareholders and the list of equity shares is placed at para 17 of the Application. The said equity shareholders form the stakeholders Committee. 9. The Company in liquidation has 2 Secured Financial Creditors namely State Bank of India and India Resurgence ARC Trust II (Assignee of Religare Fin vest Limited). The list of the Secured Financial Creditors form the Stakeholders Committee and the amounts admitted are provided below: 10. The Compa....
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....y in Liquidation, the Liquidator is directed to constitute a Stakeholders Committee in terms of Regulation 31A of IBBI (Liquidation Process) Regulations, 2016 as prevalent on the date of liquidation for the consideration of the Scheme and voting thereon. (b) Since a Scheme is under contemplation as envisaged under Rule 2B of Insolvency Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations, 2016 (hereinafter referred to as "IRPCP Regulations, 2016") as amended though made effective after the liquidation order in the instant case was passed, however, taking a cue there from and in view of the absence of substantive provisions or rules or regulations, save the judicial precedent for consideration of the Scheme without any commensurate procedure prescribed and primacy of Secured Creditors is required to be maintained. (c) The details in relation to the quantum of the Stakeholders claim have been extracted in this Order in paragraph supra as culled out from the instant Application filed by the Liquidator himself and are thus the persons who are to form part thereof and are entitled to participate in the Stakeholders committee meetin....
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....to CoC meetings and voting shall also be done electronically as prescribed under the IBC, 2016, both as envisaged during the CIR Process. However, at the office of the Liquidator, a copy of the Scheme with annexures shall be kept available in entirety for the perusal of the stakeholders. (h) The voting share shall be determined in accordance with Section 5(28) of IBC, 2016 save instead of 'financial creditors', 'financial debt' and 'committee of creditors' specified therein, it shall be substituted with the term 'stakeholders', 'debt' and 'stakeholders committee'. (i) Let notices be sent to all the authorities as impleaded in the present Application without fail by the Applicant and in addition, notice is also directed to be issued to the concerned RoC, RD and Income Tax Department including the Jurisdictional Assessing Officer mentioning clearly the PAN number as well as others as contemplated under Section 230 (5) of Companies Act, 2013. The said authorities to whom notices have been issued in terms of the provisions of Section 230(5) of the Companies Act, 2013 shall act in accordance thereof. (j) The Liqu....