Harihar Prakash Chaturvedi, Member - (1.) The present application is jointly filed by the applicants' companies herein, namely Jaiprakash Associates Limited (for brevity "Transferor Company") and Jaypee Infrastructure Development Limited (for brevity "Transferee Company") seeking approval of Scheme of Arrangement under Sections 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 proposed between the applicants Companies. It is stated that the Transferee Company is a wholly owned subsidiary of the Transferor Company. The Transferor Company is a listed company and its shares arc listed in the BSE Limited and National Stock Exchange of India Limited, while the Transferee Company is an unlisted company.
(2.) The proposed Scheme of Arrangement has been annexed as Annexure "1" to the application for seeking following reliefs, which are stated as under: (i) To dispense with the meetings of the shareholders and the creditors of the Transferee Company; (ii) To dispense with the meetings of shareholders and Secured and the Unsecured creditors of the Transferor Company and instead their approval be obtained through postal ballot with facility of voting through electronic means (e-voting) , where ever possible, in accordance with the provisions contained in Rule 20 of Companies (Management and Administration) Rules, 2014; (iii) And/or pass such other and further orders or direction in the matter as this Hon'ble Tribunal may deem fit and proper in the circumstances of the case.
(3.) The proposed Scheme of Arrangement provides for demerger of "SDZ Real Estate Development Undertaking" of Jaiprakash Associates Limited [Transferor CompanyJ and its transfer to and vesting in Jaypee Infrastructure Development Limited [Transferee CompanyJ, as a going concern on a slump exchange basis and in accordance with the terms mentioned in this Seheme pursuant to Sections 230-232 and other applicable provisions of the Companies Act, 2013.;