- (1.) This is an application filed by the applicant companies herein, namely Abhinav Steels and Power Limited (for brevity "Demerged Company/Applicant Company No. 1"), RS Ingot and Billet Private Limited (for brevity " Resulting Company No. 1/Applicant Company No. 2") and Siddhartha Rolling and Energy Private Limited (for brevity "Resulting Company No. 2/Applicant Company No. 3") 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 in relation to the Scheme of Amalgamation (for brevity "THE SCHEME") proposed between the applicants. The said Scheme is also annexed as "Annexure-1" to the application. The applicants above named have preferred the instant joint application for the purpose as is evident from the reliefs sought for in Paragraph IV of the Application, namely:- a. Pass an order that the meeting of secured creditors of the Demerged company may be dispensed with for consideration and approval of the Scheme of Arrangements for Demerger with or without modification; b. Pass an order that in view of prayer (a) above, no notice for calling and convening the meeting of secured creditors of the demerged company be published in one English and one Hindi Newspaper having circulation in the city of Delhi; c. Pass an order that a meeting of shareholder of the Resulting company-1 may be dispensed with for consideration and approval of the Scheme of Arrangement for demerger with or without modification; d. Pass an order that in view of prayer (c) above, no notice for calling and convening the meeting of shareholders of Resulting company-1 be published in one English and one Hindi Newspaper having circulation in the city of Delhi; e. Pass an order that a meeting of shareholders of the Resulting company-2 may be dispensed with for consideration and approval of the Scheme of Arrangement for demerger with or without modification; f. Pass an order that in view of prayer (e) above, no notice for calling and convening the meeting of shareholders of Resulting company-2 be published in one English and one Hindi Newspaper having circulation in the city of Delhi; g. Pass an order that a meeting of unsecured creditors of the Resulting company-2 may be dispensed with for consideration and approval of the Scheme of Arrangement for demerger with or without modification; h. Pass an order that in view of prayer (g) above, no notice for calling and convening the meeting of unsecured creditors of Resulting company-2 be published in one English and one Hindi Newspaper having circulation in the city of Delhi.
(2.) An Affidavit in support of the above joint application sworn for and on behalf of all the Applicant Companies has been filed by one Mr. Sanjeev Kumar being the Company Secretary 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 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 the jurisdiction of the Registrar of Companies, NCT, New Delhi. In relation to Abhinav Steels and Power Limited being the Demerged Company/Applicant Company No. 1, in the Scheme marked as "Annexure-1"; it is represented that it is having twenty five Equity Shareholders as on 30.9.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Demerged Company as on 30.9.2016 have three Secured Creditors and one hundred eighty seven Unsecured Creditors. In relation to the shareholders of the Applicant Company No. 1/Demerged Company, the Applicant No. 1 Company seeks convening and holding of the meetings of the Equity Shareholders and also in relation to the Secured and Unsecured Creditors, the Applicant Company No. 1 seeks convening and holding of the respective meetings.
(3.) In relation to RS Ingot and Billet Private Limited being the Applicant Company No. 2 Resulting Company No. 1 in the Scheme marked as "Annexure--1", Learned Counsel represents that company is having two Equity Shareholders as on 30.9.2016 and from whom consent letters have been obtained and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 2. Resulting Company No. 1 as on 30.9.2016 have no secured and Unsecured Creditor. In relation to the Equity Shareholders, the Applicant Company No. 2/Resulting Company No. 1 seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent being obtained from all the Equity shareholders of the Resulting Company No. 1/Applicant Company No. 2. has been incorporated for undertaking the business of processors, importers, exporter and all types of ingots, billets, steels tubes and stainless steel and pipes.;