IN RE Vs. HIMALYA INTERNATIONAL LIMITED AND ORS

JUDGEMENT

(1.) This is an application which is jointly filed by the applicant companies herein, namely Himalya International Limited ("HIL") (for brevity "Demerged Company/Applicant Company No. 1"), Appetizers and Snacks Food Limited ("ASFL") (for brevity "Resulting Company No. 1/Applicant Company No. 2") and Himalya Green Apartments ("HGAL") (for brevity "Resulting Company No. 2/Applicant Company No. 3") under Sections 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 Arrangement (hereinafter referred to as the "SCHEME" ) proposed between the applicants. The said Scheme is also annexed as Annexure "P-1" to the application. The applicants above named have preferred the instant joint application in effect for the following purpose as evident from the reliefs sought for in Paragraph IV of the Application, namely:-

(2.) An Affidavit in support of the above joint application sworn for and on behalf of all the Applicant Companies has been filed by one Mr. Ajay Kaushik, being the CFO 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 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, New Delhi. In relation to Himlaya International Limited being the Demerged Company/Applicant Company No. 1, in the Scheme marked as Annexure - "P-1", it is represented that it is having 16,968 Equity Shareholders as on 31.12.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Demerged Company as on 31.01.2017 have 8 Secured Creditors and 329 Unsecured Creditors. In relation to the shareholders of the Applicant Company No. 1/Demerged Company, the Applicant No. 1 Company seeks convening and holding of the meetings of the Equity Shareholders and also in relation to the Secured and Unsecured Creditors, the Applicant Company No. 1 seeks convening and holding of the respective meetings. It is listed on Bombay Stock Exchange Limited (BSE), from whom "No Objection Letter" has been obtained.

(3.) In relation to Appetizers and Snacks Foods Limited being the Applicant Company No. 2/Resulting Company No. 1 in the Scheme marked as Annexure-"P-1", Learned Counsel represents that company is having 7 Equity Shareholders as on 31.12.2016 and from whom consent letters have been obtained and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 2/Resulting Company No. 1 as on 02.02.2017 have no secured and Unsecured Creditor. In relation to the Equity Shareholders, the Applicant Company No. 2/Resulting Company No. 1 seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent being obtained from all the Equity shareholders of the Resulting Company No. 1/Applicant Company No. 2. Resulting Company No. 1 is a wholly owned subsidiary of Demerged Company and has been incorporated for undertaking the business of producing and exports of packaged foods from its Gujarat plant.