- (1.) This is an application which is jointly filed by the applicant companies herein, namely R.K. Marble Private Limited (for brevity "Transferor Company") and Ninety Degree Stone Products Private Limited (for brevity " Resulting Company/Transferee Company") under Section 230(1) read with rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Demerger (for brevity the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure - 7 to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the notice of admission circulated by the applicants:- (a) Appropriate directions may kindly be issued for convening the meeting of equity shareholders of the Transferor/Demerged company; (b) Appropriate directions may kindly be issued for convening the meeting of equity shareholders of the Transferee/Resulting company; (c) Appropriate directions may kindly be issued for convening the meeting of secured creditors of the Transferor/Demerged company (d) Appropriate directions may kindly be issued for dispensing with calling of meeting of secured creditors of the Transferee/Resulting company (e) Appropriate directions may kindly be issued for dispensing with calling of meeting of unsecured creditors of the Transferor/Demerged company (f) Appropriate directions may kindly be issued for dispensing with calling of meeting of unsecured creditors of the Transferee/Resulting company (g) Any other order which may be deemed appropriate in the facts and circumstances of the case may also be passed in favour of the applicant company.
(2.) Affidavits in support of the above joint application sworn for Transferor Company and for Transferee have been filed along with the application. Mr. Sandeep Taneja 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(1) of the Act. It is further represented that a joint application as filed by the applicants is maintainable in view of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and it is also represented that the registered office of both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, Jaipur. In relation to R.K. Marble Private Limited being the Transferor Company in the Scheme marked as Annexure - 7, Learned Counsel represents that the said company is a private limited company having 24 shareholders as on 4th January 2017 (Annexure 10). It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 4th January 2017 has 6 Secured Creditors representing in aggregate Rs. 94,39,60,470/- owed and 46 Unsecured Creditors amounting in aggregate to Rs. 117,33,09,926.08/- owed as on 4th January 2017. In relation to the shareholders, creditors both secured and unsecured, the Applicant No. 1/Transferor for the purpose of obtaining their approval to the proposed Scheme of Arrangement is required to convene, hold and conduct meetings for which directions are being sought vide this application. It is submitted that the unsecured creditors to the extent of Rs. 116,75,82,051/- amounting to 99% of the total value of the outstanding amount, have already unconditionally agreed and confirmed the scheme of arrangement.
(3.) In relation to the Resulting/Transferee Company is concerned, the learned counsel for the applicants represent that the company is incorporated as a private limited company and is a having no secured creditor and only one unsecured creditor from whom consent for the scheme as well as for dispensing with the meeting has been obtained and in the circumstances, the requirement of convening the meeting of shareholders and unsecured creditors respectively of the Transferee Company may be dispensed with.;