R.P. Nagrath, J. - (1.) This petition was filed jointly by all the four Companies under Section 391 of the Companies Act, 1956 (for short, to be referred to as the "1956 Act") in respect of the composite Scheme of arrangements (far brevity, 'Scheme') in the nature of merger and demerger Annexure P-1. The heading of the 'Scheme' refers to Sections 391 to 394 read with Section 78, 100-103 of the 1956 Act and now Sections 230-234 read with Section 52 and 66 of the Companies Act, 2013 (for short, hereinafter to be referred as the Act). The above petition was filed in the Hon'ble Punjab and Haryana High Court and on coming into force of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016 it was transferred to National Company Law Tribunal, Chandigarh Bench. Under sub-rule (2) of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the Rules) where more than one Company is involved in the 'Scheme' in relation to the application under sub-rule (1) is being filed, such application may at the discretion of such companies be filed as a joint application. The present application is the first step with regard to the sanction of composite 'Scheme' for the purpose of holding the meeting or dispensing with certain meetings.
(2.) This Application has been filed by the Applicant Companies herein, namely Anant Raj Agencies Private Limited, Demerged Company-1/Amalgamating Company/Applicant Company-I (for brevity, to be described as A-1 Company); Taurus Promoters & Developers Private Limited, Resulting Company-1/Applicant Company-2 (for brevity, to be described as A-2 Company), Anant Raj Limited, Amalgamated Company/Demerged Company-2/Applicant Company-3 (for brevity, to be described as A-3 Company) and Anant Raj Global Limited, Resulting Company-2/Applicant Company-4 (for brevity, to be described as A-4 Company) in respect of the proposed 'Scheme' for Demerger of Real Estate Business (for brevity Demerged Undertaking) of A-1 into A-2, amalgamation of A-1 with and into A-3 and Demerger of Project Division (Demerged Undertaking) of A-3 into A-4 (hereinafter collectively referred to as "Applicant Companies") duly supported by the affidavits of Authorized Representatives of Applicant Companies for seeking appropriate orders/directions for dispensing with/convening of the respective meeting of the shareholders, secured creditors and un-secured creditors of the Applicant Companies in connection with the proposed Composite Scheme of Arrangement Annexure - P1 to this application.
(3.) The prayer made in this application is for dispensing of the meetings of the equity shareholders, secured and unsecured creditors of A-1, A-2 and A-4 Companies for calling and convening of the meetings of the equity shareholders, secured and unsecured creditors of A-3 Company and to provide for postal ballots and e-voting to the public shareholders to cast their votes in the said meeting.;