R.P. Nagrath, Member - (1.) This application has been jointly filed by the Transferor Company and Transferee Company (Collectively referred as "Applicant Companies"), under Sections 230-232 read with Section 66 of the Companies Act, 2013 (for brevity here-in-after referred as the Act) read with Rule 3 and Rule 18 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the proposed Scheme of Amalgamation between the applicants. A copy of the said scheme is annexed as Annexure A-1. It is represented that vide resolution Annexure A-5, dated 11.07.2016, while approving the draft scheme, the Board of Directors of A-1 company authorised Chetan Kajaria, Director or Rishi Kajaria Director or Vigyan Deep Sharma, authorised representative of the company for the purpose of giving effect to the resolution and they were all severally authorised on behalf of the Board to file application of Amalgamation and to do all the necessary acts required for the aforesaid purposes etc. and represent the company before various authorities including National Company Law Tribunal. Similar was the resolution Annexure A-11 of the transferee company of the same date. It is, however-represented that by a subsequent resolution, while making little modification in the earlier scheme, another resolution was passed by both the companies on 24.01.2017 Annexure A-15 (Colly), additionally authorising Mr. Vineet Kumar, authorised signatory to file the application for Amalgamation on behalf of both the companies and to do all the necessary acts required for the said purpose. In the resolution of A-2 company i.e. Kajaria Ceramics Limited, it is recorded that Mr. Vineet Kumar was DGM-Legal of the said company, while additionally authorising him as the authorised signatory.
(2.) The instant application has been filed 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 since all equity shareholders of Transferor Company (comprising 100% in value and 100% in number) have given their consent to the Scheme and towards dispensing with their meeting; ii) Dispensing with requirement for convening the meeting of the secured and unsecured creditors of the Transferor Company and also to dispense with the requirement of issue and publication of notices for the same since there are no secured and unsecured creditors of the Transferor Company; iii) For a direction to convene meeting of the shareholders of A-2 company with a further prayer that notice to those, who hold less than or equal to 1000 shares be sent by email only, if their email addresses are registered with A-2 company and dispense with the requirement of issuance and publication of separate notices for the same; iv) For a direction to hold the meeting of Equity Shareholders, Secured and Unsecured Creditors or any class thereof of the Transferee Company including the requirement of issue and publication of notices for the same; v) 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; vi) issuing necessary direction fixing the time period within which the chairperson shall report the result of the meeting to this Hon'ble Tribunal.
(3.) The learned senior counsel for the Applicant Companies submits that the Scheme of Arrangement (hereinafter referred to as "Scheme") between Kajaria Securities Private Limited (hereinafter referred to as "KSPL" or "Transferor Company") and Kajaria Ceramics Limited (hereinafter referred to as "KCL" or "Transferee Company") provides for amalgamation of Transferor Company with Transferee Company and reduction of share capital and will be effective from the appointed date i.e. closing hours of business on March 31, 2017. It is stated that the registered offices of both the companies are situated at Gurgaon in Haryana and fall with the territorial jurisdiction of this Tribunal.;