R.P. Nagrath, J. - (1.) This is the First Motion application jointly fried by the Transferor Company-1 Transferor Company-2 and Transferee Company (i.e. the Petitioner/Applicant Companies herein), under Sections 230-232 of the Companies Act, 2013 (for short to be referred hereinafter as the Act) supported by the affidavit of the Applicant Companies, for seeking appropriate orders/directions for convening, holding and conducing of the respective meetings of shareholders of the Transferor Company-1 and Transferee Company and for dispensation for convening the meetings of shareholders of Transferor Company-2. It is contended that the application has been filed in terms of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity the Rules'), it is also prayed for dispensation for convening the meetings unsecured creditors of the Transferor Company-1 and Transferee Company, and secured creditors of the, Transferor Company-2 and Transferee Company, in connection with the proposed Scheme of Amalgamation and Arrangement (hereinafter referred to as the "Scheme") between Minihyd Hydraulics Limited, i.e. the Transferor Company-1, Ganpati Handtex Private Limited, i.e. the Transferor Company-2 and Cenlub Industries Limited, i.e. the Transferee Company. The Scheme is attached as Annexure A-32 at page 792 of the Paper Book containing the fresh Index filed in the Registry on 08.05.2017.
(2.) Mr. Swaran Kumar Jain, Practicing Company Secretary (PCS) is representing the applicant-companies in this case. It is represented, inter alia, as under:- "a) That the Arrangement shall take effect from 1st April, 2016, or such other date as the Tribunal may approve; b) That all assets, liabilities and entire businesses of the Transferor Company 1 & 2 will be transferred to and vest in the Transferee Company at Book Values; c) That all contracts, deeds, bonds, agreements and other instruments of whatsoever nature, to which the Transferor Companies are parties, subsisting or having effect immediately before or after the Effective date, shall remain in full force and effect against or in favor of the Transferee Company and may be enforced as fully and effectively, as if instead of the Transferor Companies, the Transferee Company had been a party thereto; d) That the Transferor Companies, with effect from the Appointed Date and up to and including the Effective Date shall be deemed to have been carrying on and to be carrying on all business activities relating the Transferor Companies for and on account of, and in trust for the Transferee Company; e) That all the employees of the Transferor Companies in service on the date immediately preceding the date on which the Scheme finally takes effect i.e. the effective date, shall become the employees of the Transferee Company on such date without any break or interruption in service and upon terms and conditions not less favourable than those subsisting in the concerned Transferor Companies on the said date; f) That on the scheme becoming effective both the Transferor Companies shall stand dissolved without the process of winding up; g) That the authorized share capital of the Transferor Companies as on the effective date shall, without any further act, instrument or deed or payment of additional fees payable to the Registrar of Companies, NCT of Delhi & Haryana or Stamp Duty, stand transferred to and be merged with the authorized share capital of the Transferee Company; h) The Transferee Company shall, issue and allot fully paid up equity shares to the Members of the Transferor Company-1 in accordance with Share Exchange Ratio determined; i) That the investment held by the Transferor Company-1 in the equity share capital of the Transferee Company shall stand cancelled. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of face value of shares held by the Transferor Company-1 in Transferee Company and so cancelled; and j) That Equity Shares held by Transferee Company in the Transferor Company-2, being the wholly owned subsidiary of the Transferee Company, shall stand cancelled upon the Scheme becoming effective."
(3.) It is represented by Mr. Jain, PCS that the registered office of all the three applicant companies is situated at Faridabad, Haryana and therefore, this Tribunal has the territorial jurisdiction to entertain and dispose of the instant petition. The certificates of incorporation of all the applicant companies are attached to the application along with the Memorandum of Association. Mr. Jain further stated that Transferor Company-1 is primarily engaged in business of manufactures and dealers, processors, importers, exporters in all kind of hydraulic and pneumatic pumps, special purpose machines and advisers, technical and industrial consultants on planning, development, research, design, plant operation in respect thereof.;