- (1.) This is an application which is jointly filed by the applicant companies herein, namely Smita Global Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), Harshit Promoters Private Limited (for brevity "Transferor Company/Applicant Company No. 2"), Harshitlnfratech Private Limited (for brevity "Transferor Company/Applicant Company No. 3") and Bonlon Steels Private Limited (for brevity "Transferee Company/Applicant Company No. 4")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. The said Scheme is also annexed as Annexure "A-9" to the application. The applicants above named have preferred the instant joint application in effect for the following purpose as evident from the reliefs sought for in Paragraph V of the Application, namely:- "i. That the meeting of the equity shareholders or the Secured/Unsecured Creditors of the Applicant No. 1, 2, 3 and 4 Transferor Co. No. 1, 2, 3, and Transferee Co. be called to consider and approve the scheme of amalgamation may be dispensed with and sanction the proposed scheme of amalgamation between the SMITA GLOBAL PRIVATE LIMITED, HARSHIT PROMOTERS PRIVATE LIMITED AND HARSHIT INFRATECH PRIVATE LIMITED [Applicant Company No. 1, 2, 3/Transferor Companies 1, 2, & 3] - Transferor companies and BONLON STEELS PRIVATE LIMITED being [Applicant Company No. 4/Transferee Company]. ii. Alternatively it is most respectfully prayed that separate meetings of the equity shareholders and secured/unsecured creditors of the Applicant No. 1, 2, 3 and 4 Transferor Companies No. 1, 2, 3 and Transferee Company be held at Delhi as may be determined by this Hon'ble Tribunal and that Chairman/Chairperson may be appointed for the said meetings."
(2.) An Affidavit in support of the above joint application sworn for and on behalf of Transferor Company/Applicant Company No. 1 has been filed by one Mr. Raj Jain, for Transferor Company/Applicant Company No. 2 by one Mr. Rajat Jain, for Transferor Company/Applicant Company No. 3 by one Ms. Smita Jain and for the Transferee Company/Applicant Company No. 4 by one Mr. Arun Kumar Jain, all being the Directors of the respective 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 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 Smita Global Private Limited (SGPL) being the Transferor Company/Applicant Company No. 1, in the Scheme marked as Annexure - "A-9", it represents that it is having 6 Equity Shareholders as on 30.06.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 27.07.2016 have 15 Creditors and from whom "No Objection letters" have been obtained. In relation to the shareholders, creditors both secured and unsecured of the Applicant Company No. 1/Transferor Company, the Applicant No. 1 Company seeks dispensation from convening and holding of the respective meetings.
(3.) In relation to Harshit Promoters Private Limited being the Transferor Company/Applicant Company No. 2 in the Scheme marked as Annexure-"A-9", Learned Counsel represents that company is having 17 Equity Shareholders as on 30.06.2016. It is further represented by the counsel for Applicants that the Applicant No. 2/Transferor Company as on 27.07.2016 has 1 (one) Creditor. In relation to the shareholders, creditors both secured and unsecured, the Applicant Company No. 2/Transferor Company seeks dispensation of the respective meetings 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 Creditor of the Transferor Company/Applicant Company No. 2;