- (1.) This is an application filed by the applicant companies herein, namely Solaris Industrial Chemicals Limited (for brevity "Applicant Company No. 1/Amalgamating Company No. 1) Salient financial Solutions limited (for brevity "Applicant Company/Amalgamating Company No. 2") Avantha Power & Infrastructure Limited (Applicant Company/Amalgamating Company No. 3), TKS Developers Limited (Applicant Company/Amalgamating Company No. 4), with Avantha Holdings Limited (Applicant Company/Amalgamated Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Amalgamation (for brevity 'The SCHEME') proposed between the applicants. The said Scheme is also annexed as Annexure "C" 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 the Application, namely:- i. Dispensing with the requirement of convening the meeting of the Shareholders of the Applicant/Amalgamating Company 1, 2, 4 and the Applicant/Amalgamated Company, to consider the Scheme; ii. Directing convening of the meeting of the Equity Shareholders of the Applicant/Amalgamating Company 3, to consider the Scheme; iii. Directing convening of the meeting of the Secured Creditors of the Applicant/Amalgamating Company 2, Applicant/Amalgamating Company 2 and the Applicant/Amalgamated Company, to consider the Scheme. iv. Dispensing with the requirement of convening the meeting of the Unsecured Creditors of the Applicant/Amalgamating Company 1 and 2, to consider the Scheme; v. Directing convening of the meeting of the Unsecured Creditors of the Applicant/Amalgamating Company 3, 4 and the Applicant/Amalgamated Company, to consider the Scheme; vi. Directions for sending individual notice to the Equity shareholders of the Applicant/Amalgamating Company 3; vii. Directions for sending individual notice to the Secured Creditors of Applicant/Amalgamating Company 2, Applicant/Amalgamating Company 3 and Applicant/Amalgamated Company; viii. directions for sending individual notice to the Unsecured Creditors of the Applicant/Amalgamating Company 3, 4 and the Applicant/Amalgamated Company; ix. Directing publication of the notice of meetings in the newspapers, "Indian Express" (English, Delhi Edition) and "Jansatta" (Hindi, Delhi Edition). x. Directions for the appointment of Chairperson and Alternate Chairperson for the aforesaid meetings who shall report the result thereof to this Hon'ble Tribunal. xi. Direct service of Notice of this Application on the Regional Director, Ministry of Corporate Affairs, B-2, Wing, 2nd floor, Paryawaran Bhavan, CGO Complex, New Delhi-110 003. xii) Direct service of notice of this Application on the Registrar of Companies at 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019. xiii) Direct service of the notice of this Application on the office of the Official Liquidator, Lok Nayak Bhavan, 8th floor, Khan Market, New Delhi-110 001. xiv) Direct service of notice of this Application with respect to the Applicant/Amalgamating Company 1 on the office of the Income Tax Department, Income Tax Officer, Ward 24(1). CR. Building, IP Estate, New Delhi-110002. xv. direct service of notice of this Application with respect to the Applicant/Amalgamating Company 2 on the office of the Income Tax Department, ACT Circle 22(1), Room No. 226, CR Building, IP Estate, New Delhi-110 002. xvi. direct service of notice of this Application with respect to the Applicant/Amalgamating Company 3 on the office of the Income Tax Department, DOT, Circle 3(2), Room No. 380B, CR Building, IP Estate, New Delhi-110 002; xvii. direct service of notice of this Application with respect to the Applicant/Amalgamating Company 4 on the office of the Income Tax Department, Income Tax Officer, Ward 12(3), Kolkata. xviii. direct service of notice of this Application with respect to the Applicant/Amalgamated Company on the office of the Income Tax Department, ACIT, Circle 5, Saraf Chambers, Mount Road, Sadar, Nagpur-440001; xix. pass such further and other orders as deemed proper in the facts and circumstances of the case.
(2.) An Affidavit in support of the application sworn for and on behalf of all the Amalgamating and Amalgamated Companies has been filed by Mr. Vinu R. Kalra, being the authorized Signatory 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 filed by the applicants are maintainable in view of Rule 3(2) of the Rules and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi & Haryana.
(3.) In relation to Solaris Industrial Chemicals Limited being the Amalgamating Company No. 1, in the Scheme marked as Annexure-"C", it is represented that it has Seven Equity Shareholders holding 50,000/- (fifty Thousand) shares as on 21.02.2017. It is further represented by the counsel for Applicants that the Amalgamating Company No. 1 has no Secured Creditor and two Unsecured Creditor as on 31st January , 2017. In relation to Equity Shareholders, and Unsecured Creditors since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of various meetings. In relation to the Secured Creditors, there is no requirement of holding the meetings as there are no Secured Creditors.;