IN RE Vs. CENLUB INDUSTRIES LIMITED AND ORS

JUDGEMENT

(1.) This is the First Motion application jointly fried by the Transferor Company-1 Transferor Company-2 and Transferee Company (i.e. the Petitioner/Applicant Companies herein), under Sections 230-232 of the Companies Act, 2013 (for short to be referred hereinafter as the Act) supported by the affidavit of the Applicant Companies, for seeking appropriate orders/directions for convening, holding and conducing of the respective meetings of shareholders of the Transferor Company-1 and Transferee Company and for dispensation for convening the meetings of shareholders of Transferor Company-2. It is contended that the application has been filed in terms of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity the Rules'), it is also prayed for dispensation for convening the meetings unsecured creditors of the Transferor Company-1 and Transferee Company, and secured creditors of the, Transferor Company-2 and Transferee Company, in connection with the proposed Scheme of Amalgamation and Arrangement (hereinafter referred to as the "Scheme") between Minihyd Hydraulics Limited, i.e. the Transferor Company-1, Ganpati Handtex Private Limited, i.e. the Transferor Company-2 and Cenlub Industries Limited, i.e. the Transferee Company. The Scheme is attached as Annexure A-32 at page 792 of the Paper Book containing the fresh Index filed in the Registry on 08.05.2017.

(2.) Mr. Swaran Kumar Jain, Practicing Company Secretary (PCS) is representing the applicant-companies in this case. It is represented, inter alia, as under:-

(3.) It is represented by Mr. Jain, PCS that the registered office of all the three applicant companies is situated at Faridabad, Haryana and therefore, this Tribunal has the territorial jurisdiction to entertain and dispose of the instant petition. The certificates of incorporation of all the applicant companies are attached to the application along with the Memorandum of Association. Mr. Jain further stated that Transferor Company-1 is primarily engaged in business of manufactures and dealers, processors, importers, exporters in all kind of hydraulic and pneumatic pumps, special purpose machines and advisers, technical and industrial consultants on planning, development, research, design, plant operation in respect thereof.