IN RE Vs. SYBLY INDUSTRIES LIMITED AND ORS

JUDGEMENT

(1.) The instant first motion company application is filed before this bench by the applicant companies under section 230 of the Companies Act, 2013 read with Rule 24(2) of the Companies (Compromises, Arrangements Amalgamation) Rules, 2016 and Rule 11 of the National Company Law Tribunal, 2016. The petitioner/applicant companies have sought for following prayer to be granted by this Tribunal in respect of dispensation with the meeting of their unsecured/secured creditors and for further order for dispensing with the physical meeting of shareholders of the demerge company/transferee company for consideration and approval of the proposed composite scheme of arrangement with or without modification by this Tribunal. Instead thereof a process of postal ballot and e-voting be directed to be conducted for consideration and approval of the composite scheme of arrangement. The petitioners have further requested for issue of direction to appoint a scrutinizer (Sri R.S. Bhatia, Practicing Company Secretary) for conducting such process of e-voting and of postal ballot of shareholders in a fair and transparent manner and to make a report about the result of the same to this Tribunal and also to get published the such result in the newspaper. The relevant portion of the prayers sought for in the present company petition is incorporated in para 15 (prayer clause) are being reproduce hereinbelow:

(2.) We have duly considered the above stated prayer being sought for by the applicant companies in the present scheme petition and perused the records/document annexed therewith. The salient feature and necessary facts about the applicant companies may be summarized as under:

(3.) The applicant company (demerged transferee company) through the affidavit of its Managing Director Sri Mittal has narrated about object and reason for proposed composite scheme of the arrangement. For the sake of convenience, the same are reproduced hereinbelow: