R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein M/s. Revex Polymers Private Limited (for brevity "Transferor Company"), and M/s. Revex Plasticizers Private Limited (for brevity Transferee Company") under sections 230-232 of Companies Act, 2013, (hereinafter called to brevity The "Act") and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter for brevity called the "Rules "in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "1" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- • Dispensing with requirement for convening the meeting of the equity shareholders of the transferor and transferee companies and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings; • Dispensing with requirement for convening the meeting of the secured creditors of the transferor company and the transferee company and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings. • Dispensing with requirement for convening the meeting of the unsecured creditors of the transferee company and transferee company in view of their consents of more than 90% and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings; • That the leave may please be granted for filing the final Joint Petition for sanction of the Scheme of Amalgamation. • Issue such other orders or directions be given as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Transferor and Transferee Companies has been filed by one Mr. Ramesh Chand Gupta, being the authorized signatory of the Transferor and Transferee Companies 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. 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 a joint application filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi.
(3.) In relation to M/s. Revex Polymers Private Limited being the Transferor Company, in the Scheme marked as Annexure - "1", it represented that it is having 7 (Seven) Equity Shareholders. It is further represented by the counsel for Applicants that the Transferor Company as on 28.02.2017 has 1 (One) Secured, and 29 Unsecured Creditors. In relation to the shareholders and secured creditors of the Transferor Company, the Transferor Company seeks dispensation from convening and holding of the meetings in view of consent affidavit being obtained and which are placed on record and in respect of unsecured creditors, the consents of 17, it is claimed have been obtained out of 29 constituting more than 90% in value of total creditor of the company and in the circumstances seeks dispensation of the meeting.;