IN RE Vs. BLUEBLOOD VENTURES LIMITED AND ORS

JUDGEMENT

(1.) This is an application which is filed by the applicant companies herein, namely Blueblood Ventures Limited (for brevity "Applicant/Demerged Company") and Devoted Construction Limited (for brevity "Resulting Company/Applicant") under sections 391-394, erstwhile provisions of 1956 Act before Hon'ble High Court of Delhi, but the matter was transferred to the NCLT vide order dated 10.01.2017 - Thus matter was listed before us under Sections 230 to 232 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 between the applicants. The said Scheme is also annexed as Annexure "A" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident from the reliefs sought for in Paragraph of the Application, namely:-

(2.) An Affidavit in support of the above application sworn for and on behalf of Demerged/Applicant Company and for Resulting Company Applicant Company has been filed by one Mr. Suresh Bohra, being the Director of the respective Companies 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. 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 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 both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi. In relation to Blueblood Ventures Limited being the Demerged Company Applicant, in the Scheme marked as Annexure - "A", it is represented that it is having 75 Equity Shareholders as on 31.10.2016. It is further represented by the counsel for Applicants that the Applicant/Demerged Company as on 31.10.2016 has 2 (Two) Secured Creditors and 21 Unsecured Creditors. In relation to the shareholders of the Applicant Demerged Company, the Demerged Company seeks dispensation from convening and holding of the meetings of the Equity Shareholders in view of consent being obtained from 61 Equity shareholders out of the 75 Equity shareholders constituting approximately 86% of the total shareholding of the Demerged Company wherein in relation to the secured Creditors, the Demerged Company seeks dispensation from convening and holding of the meetings in view of consent being obtained and are placed on record whereas in relation to Unsecured Creditors, the Demerged Company seeks dispensation from convening and holding of the meetings in view of consent being obtained from 16 Unsecured Creditors constituting approximately more than 90% of the total unsecured debt of the Demerged company. The Demerged Company is listed on BSE Limited SME SEGMENT.

(3.) In relation to Devoted Construction Limited being the Resulting Company Applicant in the Scheme marked as Annexure-"A", Learned Counsel represents that company is having 7 (Seven) Equity Shareholders as on 31.10.2016. It is further represented by the counsel for Applicants that the Applicant Resulting Company as on 31.10.2016 have no secured and Unsecured Creditor. In relation to the Equity Shareholders, the Applicant Resulting Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent being obtained from all the Equity shareholders of the Resulting Company/Applicant and are placed on record.