IN RE Vs. MAHAVIR BENEFICATION PRIVATE LIMITED

JUDGEMENT

(1.) This is an application which is filed by the petitioner companies herein, namely Mahavir Benefication Private Limited (for brevity "Transferor Company") , with Aryan Ispat and Power Private Limited (for brevity "Transferee 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 by way of Amalgamation (hereinafter referred to as the "SCHEME" ) proposed between the applicants. The said Scheme is also annexed as Annexure "P-17" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident inter alia from the reliefs sought for in the Application, namely; I. Dispense with the convening of separate meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company and the Transferee Company. II. Pass such order/further order(s) as this Hon'ble Tribunal may deem fit and proper.

(2.) An affidavit in support of the above application sworn for and on behalf of the Applicant / Transferor Company by one Mr. Parmod Kumar Jain and for the Transferee Company by one Mr. Rudra Sen Sindhu has been filed, being the Directors 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 Arrangements) 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.

(3.) In relation to Mahavir Benefication Private Limited being the Transferor Company, in the Scheme marked as Annexure - "P-17", it is represented that it is having 3 Equity Shareholders and all of them have given their consents by way of affidavit . It is further represented by the counsel for Applicants that the Transferor Company has 1 Secured Creditor and 40 Unsecured Creditors. Out of the total number of unsecured creditors it is represented that 20 have given their consents constituting more than 90% in value. It is also represented that the lone secured creditor of the Transferor Company has also given its consent to the scheme by way of consent affidavit. In relation to the shareholders, secured creditors and unsecured creditors of the Transferor Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavits having been obtained and the same has been placed on record.