- (1.) This is an application which is jointly filed by the applicant companies herein, namely JVA Trading Private Limited (for brevity "Transferor Company") and C & S Electric Limited (for brevity "Transferee 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 proposed between the applicants and the said Scheme also annexed as Annexure "A" to the application with the following prayers:- "I. Dispensing with requirement for convening the meeting of the Equity Shareholders of the Transferor Company and also to dispense with the requirement of issue and publication of notices for the same; II. Issuing/passing necessary Directions/Order as it may deem fit for the purpose of convening the meeting of the Secured and Unsecured Creditors and members or any class thereof of the Transferor Company including the requirement of issue and publication of notices for the same; III. Issuing/passing necessary Directions/Order in respect of Applicant Company 2 as it may deem fit for the purpose of convening the meeting of the Equity Shareholders, Secured and Unsecured Creditors and members or any class thereof of the Transferee Company including the requirement of issue and publication of notices for the same; IV. Issuing necessary direction for appointment of Chairperson and scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration for the Chairperson; V. Issuing necessary directions fixing the time period within which the chairperson shall report the result of the meeting to this Hon'ble Tribunal; VI. 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 between JVA Trading Private Limited and C&S Electric Limited and their respective Shareholders and Creditors; 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 joint application sworn to by one Mr. Lalit Krishan Khanna, being the Company Secretary and Senior Vice President - Corporate & Legal of the applicant companies has also been filed along with the application. Mr. Arun Kathpalia, Senior Counsel along with the Mr. Krishanendu Dattta, 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 and to this effect the applicants have also filed an additional affidavit dated 03.01.2017 sworn to by the above named Mr. Lalit Krishan Khanna. It is further represented that a joint 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 both the applicant companies are situated within the territorial jurisdiction of this Tribunal. In relation to JVA Trading Private Limited being the Transferor Company in the Scheme marked as Annexure - A, Learned Counsel maintains that the said company is having only 4 shareholders all of whom have given their consent to the Scheme of Amalgamation constituting 100% in value and number;, A prayer has thus been made for dispensing with the meeting of the Equity Shareholders and also to dispense with the requirement of issue and publication of notices for the same.
(3.) Further in respect to the Transferee Company in relation to unsecured creditors to whom the Transferee company owes less than Rs. 2,00,000/- and who constitute less than 3% in value of the total amount owed to unsecured creditors, it is represented that they are basically creditors for supplies and will not be prejudiced in any way by the Scheme, as under the Scheme their liabilities are not in any way sought to be extinguished and hence individual notices to the unsecured creditors to whom the Transferee Company owes less than Rs. 2,00,000/- may be dispensed. Their total number is claimed to be 373.;