- (1.) This Application has been jointly filed by the Applicant Companies under sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, duly supported by separate affidavits of the Applicant Companies, for seeking appropriate orders/directions for dispensing with/convening of the respective meetings of Shareholders, Secured Creditors and Un-secured Creditors of the Applicant Companies, in connection with the Scheme of Amalgamation of all the transferor companies with transferee company, proposed between the Applicants. The said Scheme of Amalgamation (hereinafter referred to as the "Scheme") is also placed on record along with the joint Application. The applicants above named have preferred the instant application for the following purposes, namely:- a) The dispensation of holding of meetings of the Shareholders of Applicant Nos. 1 to 16 for the purpose of considering the Scheme of Amalgamation; b) The publication of the Citation for the meetings of Shareholders of Applicant Company Nos. 1 to 16 may also be dispensed with; c) The dispensation of holding of meetings of the Secured Creditors Applicant Nos. 4, 10 and 16 for the purpose of considering the Scheme of Amalgamation; d) The publication of the Citation for the meetings of Secured Creditors Applicant Nos. 4, 10 and 16 may also be dispensed with; e) The dispensation of holding of meetings of the Unsecured Creditors of Applicant Nos. 4, 5, 6, 7, 8, 10, 11, 13, 14, 15 and 16 for the purpose of considering the Scheme of Amalgamation; f) Publication of the Citation for the meetings of the Unsecured Creditors of Applicant Nos. 4, 5, 6, 7, 8, 10, 11, 13, 14, 15 and 16 may also be dispensed with; g) Applicant Nos. 1 to 16 may be permitted to file the Second Motion Petition for sanctioning the Scheme of Amalgamation within 7 days from the date of receipt of certified copy of orders passed by this Hon'ble Tribunal; and h) Any other order or directions, as may be deemed fit in the facts and circumstances of the case, may also be granted.
(2.) Affidavits in support of the above joint application sworn for Transferor Company No. 1 to 15 by one Mr. Amit Kumar and for Transferee Company by one Mr. Dinesh Kumar both being the authorized representative of the respective Companies has also been filed along with the application. 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.
(3.) Learned Counsel represents that the present joint application filed by the applicant companies 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 all the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi.;