- (1.) This is an application filed by the applicant companies herein, namely Pine Plasticizers Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), Haldhar Trading Private Limited (for brevity "Transferor Company/Applicant Company No. 2"), Willow Polymers Private Limited (for brevity "Transferor Company/Applicant Company No. 3"), Cedar Consumer Goods operations Private Limited (for brevity "Transferor Company/Applicant Company No. 4"), Pine packaging Private Limited (for brevity "Transferor Company/Applicant Company No. 5"), Sai Reclamation Private Limited (for brevity "Transferor Company/Applicant Company No. 6"), and M/s. Paramount Polymers Private Limited (for brevity "Transferee Company/Applicant Company No. 7") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "A-6" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph V of the Application, namely:- a. Dispense with convening separate meeting of the Equity shareholders of the applicant Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3, Transferor Company No. 4, Transferor Company No. 5, Transferor Company No. 6 and the applicant transferee company. b. Order for convening separate meeting of the secured creditors of the applicant Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3, Transferor Company No. 4, Transferor Company No. 5, Transferor Company No. 6 and the applicant transferee company. c. Order for convening separate meeting of the unsecured creditors of the applicant Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3, Transferor Company No. 4, Transferor Company No. 5, Transferor Company No. 6 and the applicant transferee company. d. Pass such other or further orders as this Hon'ble National Company Law Tribunal may deem fit and proper in the facts and circumstances of the present case.
(2.) An Affidavit in support of the above joint application sworn for Transferor Company/Applicant Company No. 1 by one Mr. Hari Dutt Sharma and for Transferor companies 2 to 6 by Mr. Aneesh Khurna, and also for the Transferee Company by the said Mr. Aneesh Khurna, all being the Directors of the respective Companies have also been filed 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 as 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. In relation to Pine Plasticizers Private Limited being the Transferor Company No. 1/Applicant Company No. 1 in the Scheme marked as Annexure - "A-6". Learned Counsel represents that the Transferor Company/Applicant Company No. 1 is having six Equity Shareholders as on 22.2.2017 and from whom "No Objection Certificates" have been received and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 1 Transferor Company No. 1 has three Secured and Ten Unsecured Creditors as on 31.1.2017. In relation to the Equity shareholders, the Applicant Company No. 1/Transferor Company seeks dispensing with of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and with respect to Unsecured and Secured Creditors, Applicant company No. 1/Transferor company No. 1 seeks convening of the meeting.
(3.) In relation to the Haldhar Trading Private Limited being the Transferor Company No. 2/Applicant Company No. 2 in the Scheme marked as Annexure-"A-6", Learned Counsel represents that company is having Two Equity Shareholders as on 22.2.2017 It is further represented that Applicant Company No. 2/Transferor Company No. 2 has no secured and Unsecured creditors as on 31.1.2017. In relation to equity shareholders since consent from all of them have been obtained for the proposed Scheme, dispensing is being sought in relation to convening and holding of meeting is concerned.;