- (1.) This is an application jointly filed by the applicant companies herein, namely Kobelco Cranes India Private Limited (for brevity "Transferor Company/Applicant Company No. 1") and Kobelco Construction Equipment India Private Limited(for brevity "Transferee Company/Applicant Company No. 2") under Section 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 (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "Al" to the application. The applicants have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph 38 of the Application, namely:- I. Appropriate order for dispensing with the requirement for convening the meeting of the Equity Shareholders of the Transferor Company and Transferee Company and also to dispense with the requirement of issue and publication of notices for the same; II. Appropriate order for dispensing with the requirement for convening the meeting of the Secured Creditors of the Transferor Company and Transferee Company and also to dispense with the requirement of issue and publication of notices for the same; III. Issuing/passing necessary Directions/Orders for convening the meeting of the Unsecured Creditors of the Transferor and Transferee Company and also for the requirement of issue of publication of notices for the same, while granting exemption from the issue of individual notices to Unsecured Creditors to whom the amount owed is upto Rs. 1,00,000; IV. Issuing necessary direction for appointment of Chairperson and Scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration for the Chairperson and Scrutinizer; V. Issuing necessary direction fixing the time period within which the Chairperson shall report the result of the meeting to this Hon'ble Tribunal; VI. Issuing direction for permitting the filing of application, petition, and other documents as may be required, for the purpose of sanctioning the proposed Scheme; and VII. Passing such other and further orders as are deemed necessary in the facts and circumstances of the case.
(2.) An Affidavit in support of the above joint application has been sworn in for Transferor Company/Applicant Company No. 1 by one Mr. Ken Kuwahara, and for Transferee Company/Applicant Company No. 2 by Mr. Neeraj Govil. The affidavits have been placed on record along with the application. Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed there with.
(3.) Learned Counsel for the applicants 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 a joint application as 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 each of the applicant company is situated within the territorial jurisdiction of this Tribunal and falling within the domain of Registrar of Companies, NCT, New Delhi.;