R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely MKS Pharma Limited (for brevity "Applicant Company-1"), and Skymap Healthcare Private Limited (for brevity "Applicant Company-2") 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 "2" 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 and Secured and Unsecured Creditors of the Transferor Company and also to dispense with the requirement of issue and publication of notices for the same. Dispensing with requirement for convening the meeting of the Equity Shareholders and Secured and Unsecured Creditors of the Transferee Company and also to dispense with the requirement of issue and publication of notices for the same. Issuing/passing necessary directions/orders as it may be deemed for the purpose of convening the meeting of the secured and unsecured creditors and members or any class thereof of the Transferor Company including the requirement of issue and publications of notice for the same. Issuing/passing necessary directions/orders in respect of Transferee Company as it may be deem for the purpose of convening the meeting of the Equity Shareholders, secured and unsecured creditors or members or any class thereof of the Transferee Company including the requirement of issue and publications of notices for the same. Issuing necessary direction for appointment of Chairperson and Scrutinizer for the meeting or meeting to be held and terms of appointment and remuneration for the Chairperson. Issuing necessary direction fixing the time period within which the Chairperson shall report the report of the meeting to this Hon'ble Tribunal. Issuing direction for permitting to filling of application, petition and other documents as may be required, for the purpose of sanctioning the proposed scheme of Amalgamation between MKS PHARMA LIMITED and SKYMAP HEALTHCARE PRIVATE LIMITED and their respective shareholders and creditors. 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 application sworn for and on behalf of the Applicant Companies 1 and 2 has been filed by the one Mr. Sanjay Gupta, being the Director of the Applicant 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 MKS Pharma Limited being the Applicant Company-1, in the Scheme marked as Annexure - "2", it represented that it is having 7 Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant Company-1 as on 31.03.2017 has one Secured Creditor. In relation to the shareholders and secured creditors of the Applicant Company-1, the Applicant Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavit being obtained and are placed on record. The Applicant Company-1 is an unlisted public Company.;