- (1.) This is an application filed by the Applicants namely Oriental Sales Agencies (India) Private Limited (in short "Transferor Company" and/or "Demerged Company") and AMRI Hospitals Limited (in short "Transferee Company" and/or "Resulting Company") under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation proposed between Oriental Sales Agencies (India) Pvt. Ltd. (the Transferor Company) and AMRI Hospitals Ltd. (Transferee company). The aforesaid Scheme is also annexed as Annexure "E" to the application.
(2.) The applicants submitted that they have filed a Company Petition being No. 370 of 2016 earlier for sanction of a Scheme of Arrangement and Demerger before the Hon'ble High Court at Calcutta in March, 2016. Though an order was passed sanctioning the earlier scheme of arrangement but the order could not be filed with the Registrar of Companies as there was an error in the definition of the scheme and therefore it was not given effect to. Thereafter the applicants did not pursue with the earlier scheme and the order sanctioning the scheme was recalled by the Hon'ble High Court and the said Company Petition has been dismissed as withdrawn by an order dated December 16, 2016. The earlier proposed Scheme of Arrangement does not, in any manner, affect the subsequent scheme which has been proposed by way of the instant application.
(3.) The objects of this application is to ultimately obtain sanction of this Hon'ble Tribunal to a Scheme of Arrangement (hereinafter referred to as "said Scheme" or "Scheme") proposed to be made between the Transferee company, Transferor Company and their respective shareholders under the Scheme of Arrangement/Demerger whereby and whereunder the entire "Real Estate Division" of the Transferor Company with all assets and liabilities relating thereto as a going concern is proposed to be transferred to and vested in Transferee Company/AMRI. The terms and conditions of the reconstruction are fully stated in the said Scheme of Arrangement. A copy of the said Scheme has been annexed as Annexure "E" with this application. The applicant company prays for the following orders: a) Necessary directions be given for holding separate meetings of the secured creditors and unsecured creditors either jointly or separately of Transferee company and separate meeting of the unsecured creditors of Transferor company and members of Transferee and Transferor companies for the purpose of considering and approval of scheme of arrangement with or without modifications; b) Fixing the date and time for the meetings and direction that all meetings be held at the registered office of the Transferee company or any other places as deem fit and proper; c) Directions for appointing a Chairperson and Scrutinizer (or Chairperson may appoint Scrutinizer for the meeting/meetings to be held) as the case may be and fixing the terms of his appointment including remuneration; d) Direction for fixing the quorum and the procedure to be followed at the meeting or meetings, including voting in person or by Proxy/Authorised Representative; e) Directions for determining the class/values of the creditors or the members, or the creditors or members of any class, as the case may be, whose meetings have to be held; f) Necessary directions may be given as to the joint advertisement/publication of notice of meetings in Business Standard, Kolkata edition in English and in Aajkaal (Kolkata) in Bengali edition or any other newspaper as deem fit and proper; g) Direction for dispatch of notice of the meeting or meetings by speed post and/or courier and/or email and/or hand delivery; h) Direction to the Chairperson of the respective meeting to file report within 15 days from the date of meeting and copies of the said report be also delivered to the respective Applicant companies; i) Direction for settling notices and advertisements by any officer of NCLT, as deem fit and proper; j) Directions may be given as to the issue of notices to sectoral regulators or authorities as required under sub-section (5) of section 230. k) Leave be granted to file petition to sanction compromise or arrangement within four weeks instead of seven days as stated in the Rule from the date when Chairperson files its reports.;