IN RE Vs. ULTRA TECH STEELS PRIVATE LIMITED

JUDGEMENT

(1.) This is an application which is filed on 12.09.2017 by the applicant companies herein, namely Ultra Tech Steels Private Limited (for brevity "Transferor Company") , and Amrit Plastics 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 "11.29" 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 the Application to the effect that this Hon'ble Tribunal may be pleased to pass an order of Dispensing with the meeting of Equity shareholders, Secured Creditors, Unsecured Creditors and Trade Creditors of the Transferor Company for consideration of approval of the Scheme of Amalgamation with or without modification and to pass such and further order(s) as this Hon'ble National Company Law Tribunal may deem fit and proper in the facts and circumstances of the case.

(2.) An Affidavit in support of the above application sworn for and on behalf of Transferor Company has been filed by one Mr. Praveen Khorana and for the Transferee Company has been filed by one Mrs. Sudershan Khorana 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.

(3.) In relation to Ultra Tech Steels Private Limited being the Transferor Company, in the scheme marked as Annexure - "11.29", it is represented that it is having 13 Equity Shareholders and all 13 of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that Transferor Company has no Secured Creditor and Trade Creditor. The Transferor Company is having 1 unsecured creditor being the Transferor Company itself, but however whose consent affidavit has been received and is placed on record. In relation to the shareholders and unsecured creditor of the Transferor Company, it seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and which are placed on record.