R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Batra Oil Company Private Limited (for brevity "Applicant Company-I/Amalgamating Company-I"), Superior Crafts Private Limited (for brevity "Applicant Company-II/Amalgamating Company-II"), Superior Clothing Private Limited (for brevity "Applicant Company-III/Amalgamating Company-III") and Superior Films Private Limited (for brevity "Applicant Company-IV/Amalgamated Company") under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- I. Dispense the requirement of convening, holding and conducting the meeting of the Equity Shareholders, the secured and unsecured creditors of each of the Applicant Companies. II. Passing such order and further orders as are deemed necessary in the facts and circumstances of the case.
(2.) An Affidavit in support of the above application sworn for and on behalf of all the Applicant Companies has been filed by the one Mr. Davinder Kumar Gupta, being the authorized signatory of the 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 Registrar of Companies, NCT, New Delhi. In relation to Batra Oil Company Private Limited being the Applicant Company-I/Amalgamating Company-I, in the Scheme marked as Annexure - "A", it represented that it is having 3 (Three) Equity Shareholders as on 30.04.2017. It is further represented by the counsel for Applicants that the Applicant Company-I/Amalgamating Company-I as on 30.04.2017 has no Secured Creditor and 3 (Three) Unsecured Creditors. In relation to the shareholders, secured and unsecured creditors of the Applicant Company-I/Amalgamating Company-I, the Applicant Company-I/Amalgamating Company-I seeks dispensation from convening and holding of the meetings in view of consent being obtained and are placed on record.
(3.) In relation to Superior Crafts Private Limited being the Applicant Company-II/Amalgamating Company-II in the Scheme marked as Annexure-"A", Learned Counsel represents that company is having 2 (Two) Equity Shareholders as on 30.04.2017. It is further represented by the counsel for Applicants that the Applicant Company-II/Amalgamating Company-II as on 30.04.2017 has no secured and 4 (Four) Unsecured Creditor. In relation to the Equity Shareholders, Secured and Unsecured creditors of the Applicant Company-II/Amalgamating Company-II, Applicant Company-II/Amalgamating Company-II seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained and are placed on record.;