M.M. Kumar, President - (1.) This is an application which is filed by the Applicant Companies, namely VIKAS ECOTECH LIMITED/Applicant Compay-1/Demerged Company and VIKAS MULT1CORP LIMITED/Applicant Company-2/Resulting Company, for Demerger of High Volume 'Recycled Compounds and Trading Division' (Demerged Undertaking) of Vikas Ecotcch Limited (Demerged Company) into Vikas Multicorp Limited (Resulting Company) under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (hereinafter referred to as the "SCHEME") proposed amongst the applicants. The said Scheme is also annexed as Annexure "A-l" to the application. The applicants above named have preferred the instant application for the following purpose as is evident from thc-reliefs sought for in the Application, namely:- Pass appropriate order(s) to call and convene the meeting of the shareholders of the Demerged Company along with-voting process to comply the provisions of Para 9 of SEBI Circular No.CFD/DIL3/CIR/2017/21 Dated 10 March, 2017 for Applicant Company-1 under the provisions of the Section 230 of the Companies Act, 2013; Pass appropriate order (s) for convening and holding of the meetings of the, Secured Creditors and Unsecured Creditors of Applicant Company-1 under the provisions of the Section 230 of the Companies Act, 2013; Pass appropriate order(s) for convening and holding of the meetings of the Secured Creditors and Unsecured Creditors of Applicant Company-2 under the provisions of the Section 230 of the Companies Act, 2013; Pass appropriate order (s) for dispensing with the convening and holding of the meetings of the Equity Shareholders of Applicant Company-2 under the provisions of the Section 230 of the Companies Act, 2013; Pass appropriate orders/directions to convene and hold a meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company-1 at such time, date and venue as this Hon'ble Tribunal may deem fit; and direct the appointment of Chairperson Alternate Chairperson andScrutinize}'for conducting such meeting of the Secured and Unsecured Creditors to be held on such terms as this Hon 'ble Tribunal may deem fit; and direct that the notice of the meeting be sent to the Equity Shareholders, Secured Creditorsand Unsecured Creditors in accordance with law and in such other manner as this Hon 'ble Tribunal may deem fit; and direct the publication of the notices in relation of the said meetings in Business Standard (English Edition) and Jansatta (Hindi Edition) ; Pass appropriate orders/directions to convene and hold a meeting of the Secured and Unsecured Creditors of the Applicant Company-2 at such time, date and venue as this Hon 'ble Tribunal may deem fit; and direct the appointment of Chairperson Alternate Chairperson and Scrutinizer for conducting such meeting of the Secured Creditors and Unsecured Creditors to be held on such terms as this Hon 'ble Tribunal may deem fit; and direct that the notice of the meeting be sent to the Secured and Unsecured Creditors in accordance with law and in such other manner as this Hon'ble Tribunal may deem fit; and direct the publication of the notices in relation of the said meetings in Business Standard (English Edition) and Jansatta (Hindi Edition) ; Pass necessary orders or directions for dispensing with the publication of the notice(s) of the meetings of the said meeting of Equity Shareholders of Applicant-2; Company. Pass such other or further orders as this Hon 'ble Tribunal may just deem fit and proper in the facts and circumstances of the present case.
(2.) An Affidavit in support of the above application sworn for and on behalf of boththe Applicant Companies has been filed by Mr. Siddharth Aggarwal; being the Authorized Representative of the respective Companies along with the application. Counsel for the joint applications 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. It is further represented that a joint application filed by the applicants ismaintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
(3.) In relation to Vikas Echotech Limited being the Applicant Company-l/Demerged Company in the Scheme marked as Annexure -"A-l", it is represented that it is having 27,982/- (Twenty Seven Thousand Nine Hundred Eighty Two Only) Equity Shareholders. Applicant Company-1 has sought directions to convene meeting of Equity Shareholders with facility of e-voting in terms of Para 9 of SEBI Circular No.CFD/DlL3/CIR/2017/21 Dated 10lh March, 2017. It is further represented by the counsel for Applicants that Applicant Company-1 has 14 (Fourteen) Secured Creditors and 271 (Two Hundred Seventy One Only) Unsecured Creditors. In relation to the Secured and Unsecured Creditors, the Applicant Company-] seeks direction for convening and holding of the meetings.;