TaxTMI 
TaxTMI 
TaxTMI 
2020 (10) TMI 1277
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....SREI Infrastructure Finance Ltd. ("SIFL") in terms of the business transfer agreement dated August 16, 2019 ("BTA") (and as defined in the scheme) and consequential formal novation of the loans (and securities) already forming part of SEFL liabilities and outstanding to the creditors (as defined in Part III of the scheme) ; and (ii) issue of non-convertible debentures (as defined in Part IV of the scheme) to the secured creditors (as defined in Part IV of the scheme) of SEFL in the manner and on the terms and conditions stated in the said scheme annexed to the application and marked annexure A. 2. Learned senior counsel appearing for the applicant, took us through the averments made in the application as well as the documents annexed hereto. The circumstances which justify and/or have necessitated the said scheme of arrangement and the benefits of the same are, inter alia, as follows : (i) The said scheme will enable the creditors (defined in Part III) to alter their records by formally consenting to the acquisition of the transferred undertaking (as defined in the BTA) by SEFL from SIFL, thereby ensuring certainty in the relationship between SEFL and those creditors giving ris....
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....nsummation of the Slump Exchange, SEFL and SIFL had undertaken actions and obtained approvals, consents and permissions as recorded in Part III of the scheme. 5. SEFL has already issued and allotted equity shares to SIFL in terms of the BTA as part of the consideration on December 31, 2019. 6. Related agreements (as defined in the BTA) and the other documents have been executed between the relevant parties for the purposes of compliance with the provisions of applicable laws, for conveying and assigning the right, title and interest of SIFL in the immovable properties, liabilities, financial assets and transferring the intellectual property rights in relation to the transferred undertaking in favour of SEFL. 7. The creditors included in Part III of the scheme had accorded their implied consent to the Slump Exchange and accordingly the cash flows of SEFL are currently being used to service the creditors included in Part III of the scheme of the said transferred undertaking. However, for facilitating formal modification of the books of the creditors included in Part III of the scheme, which continue to retain SIFL as their borrower in spite of the consummation of the Slump Exchang....
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....st 6 August Circular") to allow the MSME sector entities to restructure their advances whose aggregate exposure to banks and NBFCs do not exceed Rs. 25 crores. By the said First 6 August Circular, the RBI mandated the banks and NBFCs to restructure existing loans to MSMEs classified as "standard" without a downgrade in the asset classification. 10. Learned senior counsel continues that on the same day, i. e., August 6, 2020 RBI also issued another circular applicable generally to all borrowers (other than those MSMEs covered under the First 6 August Circular and others) allowing all such borrowers to avail onetime restructuring of their borrowings with banks and NBFCs ("Second 6 August Circular" and along with "First 6 August Circular" collectively referred to as "RBI August Circulars"). By this Second 6 August Circular the RBI mandated the banks and NBFCs to provide one-time restructuring facility to their borrowers who fulfilled the conditions stated in the said Second 6 August Circular without any downgrade in asset classification. 11. Learned senior counsel continues that while the purport and objective of the said RBI August Circulars appeared to be noble and apt to take car....
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....ith its shareholders. There shall be no issuance or allotment of shares/securities to any class of shareholders and their interests in the applicant-company shall remain unchanged. In view of the aforesaid, no meeting of shareholders is required to be held/convened. 17. The scheme embodies arrangement between SEFL and its creditors which are covered under Part III and Part IV of the said scheme and as specifically provided under Schedules I and II therein and separately in the application (annexures M1 and M2 respectively at pages 432 and 433). 18. The scheme proposes arrangement with two types of creditors of the applicant-company more fully defined in Part III and Part IV of the scheme and hence separate meetings of such Part III and Part IV creditors are required to be directed. The applicant prays that in the circumstances, this hon'ble Tribunal would be pleased to pass necessary directions and orders directing SEFL to hold separate meetings of the Part III and Part IV creditors for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of arrangement of the applicant-company and its creditors ; and passing such furthe....
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....f India v. Infrastructure Leasing and Financial Services Ltd. ; order of the hon'ble Supreme Court of India in ITO, Cannanore v. M. K. Mohammed Kunhi [1969] 71 ITR 815 (SC) ; AIR 1969 SC 430 and order of the hon'ble Supreme Court of India in Savitri v. Govind Singh Rawat, AIR 1986 SC 984. 23. Heard submissions made on behalf of the applicant. Perused the documents annexed to the application. Upon hearing the submissions and relying upon the documents available in the records, I pass the following orders : (i) Meeting of creditors as defined in Part III of the scheme (Part III creditors) of the applicant-company be held at "The Westin", International Financial Hub, CBD/II Action Area II, New Town, Kolkata-700 156 on Wednesday, December 16, 2020 at 11.30 a.m., for the purpose of their considering, and if thought fit, approving, with or without modification, the said scheme of arrangement. (ii) Meeting of creditors as defined in Part IV of the scheme (Part IV creditors) of the applicant-company be held at "The Westin", International Financial Hub, CBD/II Action Area II, New Town, Kolkata-700 156 on Wednesday, December 23, 2020 at 11.30 a.m. for the purpose of their consid....
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....e filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the advocates of the said applicant. If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said scheme of arrangement. Such notice shall be sent in form No. CAA3 of the Companies (Com promises, Arrangements and Amalgamations) Rules, 2016 with necessary variations, incorporating the directions herein. (vii) That the quorum for the said meetings of the Part III and Part IV creditors of the applicant-company shall be fixed in accordance with section 103 of the Companies Act, 2013 present either in person or by proxy. (viii) It is however provided that in case the quorum of the meeting is not available on the scheduled time and date, the chairperson may adjourn such meeting to any date/time and take a decision on the quorum for the adjourned meeting. (ix) Mr. Anuj Singh, advocate is appointed as the chairperson of the said meeting of Part III creditors of the applicant-company to be held as aforesaid in terms of this order. The chairper....