S.K. Mohapatra, Member - (1.) This application has been filed by the Applicant Company under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (herein after be referred as "Rules") and the National Company Law Tribunal Rules, 2016, duly supported by affidavit of the Applicant Company, for seeking appropriate orders/directions for dispensing with/convening of the respective meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company, in connection with the proposed Scheme of Arrangement between the Demerged/Applicant company and the Resulting company. The said Scheme of Arrangement (hereinafter referred to as the "Scheme") has been placed on record along with the application.
(2.) It is represented that the registered office of the applicant demerged company is situated in New Delhi and therefore the subject matter of this application falls within the Jurisdiction of this Bench. It is pertinent to state here that the registered office of the Resulting Company is situated in Maharashtra and therefore a separate application has been filed in respect of the Resulting Company before the NCLT, Mumbai Bench and the order dated 03.08.2017 passed by the NCLT, Mumbai Bench has been placed on record.
(3.) The Applicant Demerged Company, M/s. Bureau Veritas Consumer Product Services (India) private Limited was incorporated on 14th June 1996 under the provisions of the Companies Act, 1956, having its registered office at 74 Basement, National Park, Lajpat Nagar-IV New Delhi-110024. The authorized share capital of the Applicant Company is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each and the issued, subscribed and Paid-up capital of the company is Rs. 2,24,45,220/- divided into 22,44,522 Equity Shares of Rs. 10/- each. Applicant Demerged Company is involved in the business of providing analysis, testing, inspection, and certification solution provider of various wearable, food stuff, electric equipment and gadgets for global consumer.;