- (1.) This is an application filed by Qualcomm India Private Limited (for brevity the "Applicant Transferee Company") under Sections 391 to 394 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 a Scheme of Amalgamation of Atheros Communications India Private Limited (hereinafter referred to as Transferor Company No. 1), CSR India Private Limited (hereinafter referred to as Transferor Company No. 2), CSR Technology (India) Private Limited (hereinafter referred to as Transferor Company No. 3), Ikanos Communications (India) Private Limited (hereinafter referred to as Transferor Company No. 4) (hereinafter collectively referred to as "Transferor Companies"), with Qualcomm India Private Limited (hereinafter referred to as Applicant Transferee Company). The Scheme of Amalgamation (for brevity the "Scheme") has been annexed as Annexure - A to the application with the following prayers: i) for dispensing with the requirement of convening and holding the meeting of the equity shareholders of the Applicant Transferee Company for considering and if though fit, approving, with or without modification(s), the Scheme; ii) for dispensing with the requirement of convening and holding the meeting of the secured creditors of the Applicant Transferee Company for considering and if though fit, approving, with or without modification(s), the Scheme; iii) for dispensing with the requirement of convening and holding the meeting of the unsecured creditors of the Applicant Transferee Company for considering and if though fit, approving, with or without modification(s), the Scheme; iv) Such further directions and order/orders as may be deemed fit and proper as per the facts and circumstances of the case.
(2.) An Affidavit in support of the application sworn for and on behalf of all the Applicant Companies has been filed by one Ms. Jingu Saira Jacob being the authorized representative of the transferee Company 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. It is further represented that an application filed by the applicants are maintainable in view of Rule 3(2) of the Rules. Further, the registered office of the Transferee Company is situated within New Delhi and subject to the territorial jurisdiction of Registrar of Companies, NCT, New Delhi as well as that of this Tribunal. Whereas, the registered office of all the Transferor Company is situated outside the territorial jurisdiction of Delhi and separate applications are being moved for directions taking into consideration the territorial jurisdiction of the respective companies.
(3.) The above joint application had been originally filed before the Hon'ble High Court of Delhi and was subsequently transferred to this Tribunal, as evident from the order dated 27.02.2017 passed by Hon'ble High Court of Delhi, and in light of the notification of the provisions of Sections 230 to 232 of Companies Act, 2013 and as well as Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 framed thereunder this Tribunal proceeds to entertain the above application.;