- (1.) This is an application jointly filed by the applicant companies herein, namely Max Medical Services Limited (Transferor Company), and Max Healthcare Institute Limited (Transferee Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Amalgamation (for brevity the "SCHEME") proposed between the applicants. The said Scheme has been annexed with the application. The applicants above named have preferred the instant application for the following purposes as is evident from the reliefs sought in the Application, namely:- i. "Pass orders/directions for dispensing with convening, holding and conducting of Meeting of Shareholders and Unsecured Creditors & Secured Creditors of the Transferor Company/Petitioner Company No. 1, for the purpose of approval to the Scheme; or ii. Pass orders/directions for dispensing with convening, holding and conducting of Meeting of Shareholders and Unsecured Creditors & Secured Creditors of the Transferee Company/Petitioner Company No. 2, for the purpose of approval to the Scheme; or iii. dispensing with the requirement to give individual notices to the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor & Transferee Company. iv. Pass orders/directions for dispensing with the publication of the notice(s) of the meetings of the said respective Shareholders and Creditors (Unsecured); v. That this Hon'ble Tribunal may be pleased to give directions for fling the Company Petition for sanction of the Scheme of Amalgamation; and vi. Pass such other and further order(s) as may be deemed fit and proper in the facts and circumstances of this case."
(2.) Affidavits in support of the joint application sworn for and on behalf of Transferor Company has been filed by Mr. Yogesh Kumar Gupta and on behalf of Transferee Company has been filed by Ruchi Mahajan, being the authorized representative of the respective Companies along with the application. Counsel for the applicants took us through the averments made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that an application filed by the applicants are maintainable in view of Rule 3(2) of the Rules and it is also represented that the registered office of both the companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi.
(3.) In relation to Max Medical Services Limited being the Transferor Company, in the Scheme, it is represented that it has seven Equity Shareholders holding 3,41,42,535 shares as on 31.12.2016. It is further represented by the counsel for Applicants that the Transferor Company as on 31.03.2016 has no Secured Creditor and 11 Unsecured Creditors. In relation to equity shareholders since their consent from 99.99% in value having being obtained and in respect of unsecured creditors since their consent from almost 99.98% in value having being obtained for the proposed Scheme, a prayer has been made for dispensing with holding of their respective meetings.;