IN RE Vs. KPS INFRAPROJECT LIMITED AND ORS

JUDGEMENT

(1.) This is an application filed by the Applicant companies under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Amalgamation (for brevity The SCHEME') proposed between the applicants. The said Scheme is also annexed as Annexure "75" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph 149 of the Application, namely:-

(2.) An Affidavit in support of the application sworn for and on behalf of all the Transferor Companies has been filed by one Mr. Sanjay Agarwal, being the authorized representative of the Transferor Companies No. 1, 2, 3, 5, 6 and the Transferee Company, and by one Mr. Pramod Agarwal being the authorized representative of the Transferor Company No. 4 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 Rules and it is also represented that the registered office of all the Applicant Companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi & Haryana.

(3.) In relation to Transferor Company No. 1, in the Scheme marked as Annexure-75, it is represented that Transferor Company No. 1 has 12 Equity Shareholders, Transferor Company No. 2 has 9 Equity Shareholders, Transferor Company No. 3 has 9 Equity Shareholders, Transferor Company No. 4 has 9 Equity Shareholders, Transferor Company No. 5 has 6 Equity Shareholders, Transferor Company No. 6 has 2 Equity Shareholders. It is further represented by the counsel for Applicants that all the Transferor Companies have no Secured Creditors. It is also represented that Transferor Company No. 4, 5 and 6 have Unsecured Creditors whose consents have been given and placed on record. In relation to Equity Shareholders of all the Transferor Companies, since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of various meetings. In relation to the Secured Creditors, there is no requirement of holding the meeting as there are no Secured Creditors in all the Transferor Companies. In relation to the Unsecured Creditors, all the Transferor Companies seek dispensing with holding of meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent having been obtained from all or due there being none as the case may be,