Company Application No. CA(CAA)26(PB)/2017. Case: In Re: Anuroop Builders & Developers Private Limited and Ors. Vs. Company Law Board
| Case Number | Company Application No. CA(CAA)26(PB)/2017 |
| Counsel | For Appellant: Pawan Kumar, Ravi Bassi and Sheel Kumar, Advocates |
| Judges | M.M. Kumar, C.J. (President) and R. Varadharajan, Member (J) |
| Issue | Company Law |
| Judgement Date | April 10, 2017 |
| Court | Company Law Board |
Order:
(New Delhi Bench)
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This is an application filed by the applicant companies herein, namely Anuroop Builders & Developers Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Havard Builders & Developers Private Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") Kambod Real Estates Private Limited (Applicant Company No. 3/Transferor Company No. 3), Niabi Builders and Developers Private Limited (Applicant Company No. 4/Transferor Company No. 4), Tatharaj Estates Private Limited (Applicant Company No. 5/Transferor Company No. 5), Vismay Builders & Developers Private Limited (Applicant Company No. 6/Transferor Company No. 6), Dome Builders and Developers Private Limited (Applicant Company No. 7/Transferee Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity The Rules') in relation to the Scheme of Amalgamation (for brevity '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 for the following purpose as is evident from the reliefs sought for in the Application, namely:-
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Direct for dispensing with the requirement of convening the meetings of the Shareholders of the Applicant Company No. 1-6 and the Transferee Company for the purpose of considering the Scheme of Amalgamation;
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Publication of the Citation for the meetings of Shareholders of Transferor Company Nos. 1-6 and the Transferee Company may also be dispensed with;
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Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditor of Transferor Company No. 1, 2, 3, 4 & 5 and the transferee Company for the purpose of considering the Scheme of Amalgamation;
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Publication of the Citation for the meetings of the Unsecured Creditor of Transferor Company No. 1, 2, 3, 4 & 5 and the transferee Company may also be dispensed with;
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Transferor Company Nos. 1-6 and the Transferee Company may be permitted to jointly file the Second Motion Petition for sanctioning the Scheme of Amalgamation within 7 days from the date of receipt of the orders passed by this Hon'ble Tribunal on First Motion Petition; and
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Pass such other or further orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
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An Affidavit in support of the application sworn for and on behalf of all the Transferor Companies has been filed by one Mr. Rajeshwar Sharma, being the authorized representative of the respective Companies along with the application. An Affidavit in support of the application sworn for and on behalf of the Transferee Company has been filed by one Shri Shalendra Awasthi as the authorized representative of the Transferee Company 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 is maintainable in view of Rule 3(2) of the Rules and it is also represented that the registered office of each of the applicant company are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi & Haryana.
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In relation to Transferor Companies No. 1 to 6, in the Scheme marked as Annexure "P-1", it is represented that all the 6 Transferor Companies have two Equity Shareholders each as on 31.01.2017. It is further represented by the counsel for Applicants that all the Transferor Companies have no Secured Creditors and Transferor Company No. 6 has no Unsecured Creditors whereas Transferor Company No. 2 and the Transferor Company No. 4 however have two Unsecured Creditors whereas Transferor Company No. 3 and 5 have 3 Unsecured Creditors. There is only one Unsecured Creditor in Transferor Company No. 1 and, whose consent has been obtained and placed on record. In relation to Equity Shareholders of all the Seven Transferor Companies, since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of various meetings. In relation to the Secured Creditors, there is no necessity of holding the meeting as there are no Secured Creditors in all the Transferor Companies. In relation to the Unsecured Creditors, all the Transferor Companies seek dispensing with holding of meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent having been obtained from all or due there being none as the case may be.
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In relation to Dome Builders and Developers Private Limited being the Transferee Company/Applicant Company No. 7 in the Scheme marked as Annexure-"P1", Learned Counsel represents that company has two Equity Shareholders as on 31.01.2017 have voluntarily consented and their consent letters have been placed on record. It is...
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