K. Anantha Padmanabha Swamy, Member - (1.) Under consideration are four Company Petition Nos. 331, 332, 333 & 334 of 2016 which have been transferred from the Hon'ble High Court of Madras to this Tribunal pursuant to the Companies (Transfer of proceedings) Rules, 2016 and renumbered as TP(HC)/CAA/67 & 68 & 69 & 70/2017. The Petitioner Companies have prayed for the sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') by virtue of which Bhartiya Urban Infrastructure & Land Development Co. Private Limited (hereinafter referred as 'Transferor Company 1'), Bhartiya Orissa Power Private Limited (Transferor Company 2) and Bhartiya Realty & Infrastructure Private Limited (Transferor Company 3) are proposed to be amalgamated with Bhartiya City Developers Private Limited (hereinafter referred as 'Transferee Company') as a going concern. All the companies are within the jurisdiction of RoC, Chennai and having registered office at No. 56/7, Nallambakkam, Vandalur, Chennai-600048.
(2.) The Share Capitals of the Companies as on 31st December, 2015 are as under:
(3.) At the outset, it is necessary to know the details of the scheme which needs determination. All three Transferor Companies and the Transferee Company are Private Limited Companies. The Board of Directors of the Transferor Companies and the Transferee Company in their board resolutions dated 15th June 2016 have approved the said Scheme of Arrangement. There are no Secured Creditors in the Transferor Company 1, Transferor Company 2 & Transferor Company 3 and the Transferee Company has 40 Secured Creditors and the companies have furnished certificate from the chartered accountants individually to this effect. The Hon'ble Madras High Court vide its order dated 10.08.2016 in different Company Applications dispensed with holding the meeting of equity shareholders and unsecured creditors of all three Transferor Companies as well as the Transferee Company. In CA No. 711 of 2016, Hon'ble Madras High Court vide order dated 10.08.2016 also dispensed with holding the meeting of Secured Creditors of the Transferee Company. All the orders passed by the Hon'ble Madras High Court in different Company Applications were complied with by respective petitioner companies.;