R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein Redcube Marketing Solutions Private Limited (for brevity "Transferor/Applicant No. 1 Company"), and SP Guide Publications Private Limited (for brevity Transferee/Applicant No. 2 Company") under sections 230-232 of Companies Act, 2013, (hereinafter called to brevity The "Act") and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter for brevity called the "Rules "in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A" to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident from the reliefs sought for in the Application, namely:- * Dispensing with requirement of convening the meeting of the Equity Shareholders of the Transferor Company and also to dispense with the requirement of issue and publication of notice of the same; * Dispensing with the requirement of convening the meeting of the Secured and Unsecured Creditors of the Transferor Company and Transferee Company and also to dispense with the requirement of issue and publication of notice of the same; * Issuing direction for permitting the filing of application, petition, and other documents as may be required, for the purpose of sanctioning the proposed Scheme of Amalgamation between Redcube Marketing Solutions Private Limited and SP Guide Publications Private Limited and their respective Shareholders and Creditors. * Passing such other further orders as are deemed necessary in the facts and circumstances of the case.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Transferor and Transferee Companies has been filed by one Mr. Jayant Baranwal, being the Director of the Transferor and Transferee 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.
(3.) In relation to Redcube Marketing Solutions Private Limited being the Transferor Company, in the Scheme marked as Annexure - "A", it represented that it is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Transferor Company as on 15.05.2017 has no Secured Creditor, and only 2 (Two) Unsecured Creditors. In relation to the shareholders and unsecured creditors of the Transferor Company, the Transferor Company seeks dispensation from convening and holding of the meetings in view of consent affidavit having been obtained and which are placed on record and with respect to secured creditors, the necessity of convening the meeting does not arise as there is none. The Transferor Company is the wholly owned subsidiary of the Transferee Company.;