IN RE Vs. APOLLO PIPES LIMITED AND ORS

JUDGEMENT

(1.) This is an application which is jointly filed by the applicant companies herein, namely Apollo Pipes Limited (transferor company/applicant company No. 1) and Amulya Leasing and Finance Limited (transferee company/applicant company No. 2) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "1" to the application. The applicants above named have preferred the instant joint application for the following purpose as evident from the reliefs sought in the Application, namely:-

(2.) An Affidavit in support of the above joint application sworn by one Mr. Sameer Gupta, for both Transferor Company/Applicant Company No. 1 and Transferee Company/Applicant Company No. 2 being the Director of the respective Companies has also been filed 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 as filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) 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 of Delhi and Haryana. In relation to Apollo Pipes Limited being the Transferor Company/Applicant Company No. 1 in the Scheme marked as Annexure - "1", Learned Counsel represents that the Transferor Company/Applicant Company No. 1, is a non-listed Company, and subsidiary of Transferee Company, having 7, Equity Shareholders as on 31st August 2016, in which transferee company is 50.96% shareholder. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 31st August 2016 has 8 Secured Creditors, to whom the Applicant No. 1/Transferor Company owes a sum of Rs. 327,760,633.34/- and 43 Unsecured Creditors to whom the Applicant No. 1/Transferor Company owes a sum of Rs. 73,479,150.59/- as on 31st August 2016. In relation to the shareholders, the Applicant No. 1 Company seeks dispensation from convening and holding of the shareholders meeting as all the shareholders have given their "no objection". The list of shareholders and their "no objection" are attached as Annexure "6". In relation to both secured and unsecured creditors, the Applicant Company No. 1/Transferor Company, seeks order to call and convene the meetings of secured creditors as well as unsecured creditors of the Transferor Company.

(3.) In relation to the Amulya Leasing and Finance Limited being the Applicant Company No. 2/Transferee Company is concerned, the learned counsel for the applicants represent that the company is widely held listed company having its equity shares listed at Bombay Stock Exchange, (BSE). Applicant Company No. 2 as on 31/03/2016 has authorized share capital of Rs. 55,500,000/- and as on 31/03/2016 there are 2503 equity shareholders in the Transferee Company. It is further represented that Applicant Company No. 2/Transferee Company is having no secured and 1 unsecured creditors to whom it owes a sum of Rs. 54,00,000 as on 31st August 2016. In relation to unsecured creditor since consent from him has been obtained for the proposed Scheme and since there is no secured creditor, dispensation is being sought in relation to convening and holding of meetings of secured and unsecured creditors. In relation to equity shareholders are concerned, Applicant No. 2/Transferee Company is seeking directions for calling, and convening of the meetings of the shareholders of the transferee company through postal ballot and E-voting along with proposed physically court convened meeting for seeking their approval for the proposed Scheme with or without modifications.