R. Varadharajan, Member - (1.) This is an application which is filed by the applicant company herein, namely Dr.Lai Path Labs Limited (for brevity "Applicant Transferee 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 applicant/ Transferee and one M/s. Delta Ria and Pathology Private Limited (hereinafter referred to as Transferor Company) . The said Scheme is also annexed as Annexure "A-l" to the application. The applicant above named has preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- (i) Dispensing with the requirement for convening the meeting of the Equity Shareholders of the Applicant/Transferee Company and also to dispense with the requirement of issue and publication of notices for the same. (ii) Dispensing with the requirement for convening the meeting of the Unsecured Creditors of the Applicant / Transferee Company including the requirement of issue and publication of notices for the same; (iii) Dispensing with the requirement for convening the separate meetings of the Unsecured Creditors and equity shareholders or any class thereof, of the Applicant / Transferee Company including the requirement of issue and publication of notices for the same; (iv) Issuing direction for permitting the filing of application, petition, other documents as may be required, for the purpose of sanctioning the proposed Scheme of Amalgamation; Or, in alternate. (v) Issuing/passing necessary directions/orders as it may deem fit for the purpose of convening meetings of the equity shareholders or any class thereof, of the Applicant / Transferee Company including the requirement of issue and publication of notices for the same, appointment of Chairperson, Alternate Chairperson and scrutinizer for the meeting or meetings to be held and fixing the time period within which the Chairperson shall report the result of the meeting to this Hon'ble Tribunal; (vi) Issuing/passing necessary directions/orders as it may deem fit for the purpose of convening meetings of the Unsecured Creditors of the Applicant / Transferee Company including the requirement of issue and publication of notices for the same, appointment of Chairperson, Alternate Chairperson and scrutinizer for the meeting or meetings to be held and fixing the time period within which the Chairperson shall report the result of the meeting to this Hon'ble Tribunal; and/or (vii) Passing such other 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 Applicant / Transferee Company by one Mr. Rajat Kalra being its Company Secretary & Legal Head has been filed along with the application. Counsel for the applicant 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 in relation to the Transferor Company a separate application is being filed before National Company law Tribunal, Ahmedabad as the registered office of Non-Applicant - Transferor Company is situated within its jurisdiction.
(3.) In relation to the Applicant / Transferee Company, in the Scheme marked as Annexure - "A-l", it is represented that it is having 49636 Equity Shareholders as on 30th September, 2017. It is further represented by the counsel for Applicant that Applicant / Transferee Company has no Secured Creditors and has 858 Unsecured Creditors as on 20.09.2017. It is also stated that the Applicant/Transferee Company is a listed company in National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and that they have been intimated about the Scheme. Applicant / Transferee Company even though in the relief portion of application seeks dispensation from convening and holding of the meetings in view of the Transferor and Transferee Companies having the relationship of a wholly owned subsidiary and Holding Company relationship the same is not pressed and the Ld. Counsel for the Applicant/Transferee Company represents that the alternative relief of convening the meetings of equity shareholders and unsecured creditors be granted.;