- (1.) This is an application which is filed by SMEC (India) Private Limited (for brevity "Transferee Company/Applicant Company") for the purpose of Amalgamation with Leadrail Infra Solutions Private Limited (for brevity "Non-Applicant/Transferor Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicant-Transferee and Non-Applicant Transferor and the said Scheme is also annexed as Annexure "A-1" to the application. The applicant above named has preferred the instant application for the following purpose as evident from the reliefs sought for in from the respective paragraph of the Application, namely:- (i) Pass orders/directions for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Petitioner/Transferee Company for the purpose of approval under the Scheme. (ii) Pass orders/directions for dispensing with the requirement to give individual notices to the Equity Shareholders and Unsecured Creditors of the Petitioner/Transferee Company. (iii) Pass appropriate orders(s) for dispensing with the publication of the notice(s) of the meetings of the said respective Shareholders and Creditors (Unsecured of the Petitioner/Transferee Company in the newspaper/s. (iv) That this Hon'ble Court may be pleased to give directions for filing the Company Petition/Application for sanction of the Scheme of Amalgamation; and (v) Pass such other order(s) as this Hon'ble Court may be pleased to pass in the facts and the circumstances of the case.
(2.) An Affidavit in support of the above application sworn for Transferee Company/Applicant Company by one Mr. Pushpendra Sharma, Authorized Signatory, has also 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 the application as 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 the Applicant company is situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi and whereas the registered office of Transferor Company is situated at Bengaluru within the jurisdiction of NCLT Karnataka at Bengaluru. In relation to Leadrail Infra Solution Private Limited being the Transferor Company in the Scheme marked as Annexure -"A-1", Learned Counsel represents that the Transferor Company is having 2 (Two) Equity Shareholders as on 30.09.2016 and from whom "No Objection Certificates" have been received and are placed on record. It is further represented by the counsel for the Applicant that Transferor Company has no Secured Creditor and 1 (One) Unsecured Creditor.
(3.) In relation to the SMEC (India) Private Limited being the Transferee Company/Applicant Company in the Scheme marked as Annexure-"A-1", Learned Counsel represents that company is having 2 (Two) Equity Shareholders as on 30.09.2016 and from whom "No Objection Certificates" have been received and are placed on record. It is further represented by the counsel for the Applicant that the Transferee Company/Applicant Company has no Secured Creditor and 84 Unsecured Creditors as on 30.09.2016. In relation to the Equity shareholders, the Transferee Company/Applicant Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and there being no Secured Creditor convening of a meeting does not arise. In relation to the Unsecured Creditors, the Transferee Company/Applicant Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from the 4 ( Four) Unsecured Creditors constituting 97.29% of the total value.;