2018 (5) TMI 1833 - Tri - Companies Law

Scheme of compromise and arrangement between the petitioner and the secured/unsecured creditors, foreign currency convertible bonds (FCCBs) and shareholders of Gujarat NRE Coke Ltd. (in liquidation) - HELD THAT - Scheme to be allowed. Adherence to directions of various meeting to be conducted.

Summary

Issues:
Application for sanction of scheme of compromise and arrangement under Companies Act, 2013.

Analysis:
1. The applicant filed an application under sections 230 to 232 of the Companies Act, 2013 seeking approval for a scheme of compromise and arrangement involving secured/unsecured creditors, FCCB holders, and shareholders of a company in liquidation.
2. The company, a major metallurgical coke producer, faced financial crisis due to adverse market conditions, leading to unsuccessful debt restructuring attempts and eventual liquidation order.
3. The company's authorized share capital, financial history, and operational details were presented to provide context for the scheme of compromise and arrangement.
4. The company's journey included corporate debt restructuring, insolvency application under the Insolvency and Bankruptcy Code, appointment of resolution professional, failed resolution plan submissions, and eventual liquidation order due to lack of approved resolution plan.
5. The introduction of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017 impacted the existing resolution plan, leading to the submission of a new plan by a third party which was not approved by the creditors.
6. The Tribunal directed the liquidator to dispose of the company within a specified timeline, highlighting the urgency and complexity of the situation.
7. The current application sought approval for convening meetings of shareholders, FCCB holders, unsecured creditors, and secured creditors to consider and approve a new scheme of compromise and arrangement.
8. Detailed procedural instructions were provided for convening and conducting the meetings, including notice requirements, quorum, proxy voting, and valuation considerations.
9. The Tribunal disposed of the application, emphasizing the need for parties to act in accordance with the order and providing for the supply of urgent certified copies of the order upon request.