R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Well time Housing and Private Limited (for brevity "Transferor Company-1"), Real worth Trade-Links Private Limited (for brevity "Transferor Company-2"), Orbit Forex Private Limited (for brevity "Transferor Company-3"), Sunshine Towers Private Limited (for brevity "Transferor Company-4"), Cherry Housing & Finance Private Limited (for brevity "Transferor Company-5"), Riverside Constructions Private Limited (for brevity "Transferor Company-6"), Orbit Properties Private Limited (for brevity "Transferor Company-7"), Lotus Technologies Private Limited (for brevity "Transferor Company-8"), Lotus Securities and Fin lease Private Limited (for brevity "Transferor Company-9"), Narang Management Consultants Private Limited (for brevity "Transferor Company-10"), Super value Estates Private Limited (for brevity "Transferor Company-11"), with NCE Technologies (India) Private Limited (for brevity "Transferee Company-13/Resulting Company") and also Orbit Commercial Private Limited (for brevity "Demerged Company-12") with NCE Technologies (India) Private Limited (for brevity "Transferee Company-13/Resulting Company") under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Arrangements) Rules, 2016 in relation to the Scheme of Arrangement by way of Arrangement (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A-1" 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: I. Dispensing with requirement for convening the meeting of the Equity Shareholders of the Applicant Companies and also to dispense with the requirement of issue and publication of notices for the same since all equity shareholders of Applicant Companies (comprising 100% in value and 100% in number) have given their consent to Scheme and towards dispensing with their meeting; II. Dispensing with requirement for convening the meeting of the Preference Shareholders of Applicant Company 1 and Applicant Company 12 and also to dispense with the requirement of issue and publication of notices for the same since all preference shareholders of Applicant Company 1 and Applicant Company 12 (comprising 100% in value and 100% in number) have given their consent to Scheme and towards dispensing with their meeting; III. Dispensing with requirement for convening the meeting of the secured creditors of the Applicant Companies and also to dispense with the requirement of issue and publication of notices for the same since there are no secured creditors of Applicant Companies; IV. Dispensing with requirement for convening the meeting of unsecured creditors of Applicant Company-1 and also to dispense with the requirement of issue and publication of notices for the same since unsecured creditors of Applicant Company 1 (comprising 96.48% in value and 83.33% in number) have given their consent to Scheme and towards dispensing with their meeting; V. Dispensing with requirement for convening the meeting of unsecured creditors of Applicant Companies 2 to 13 and also to dispense with the requirement of issue and publication of notices for the same since unsecured creditors of Applicant Companies 2 to 13 (comprising 100% in value and 100% in number) have given their consent to Scheme and towards dispensing with their meeting; VI. Issuing direction for permitting the filing of application, petition and other documents as may be required, for the purpose of sanctioning the proposed Composite Scheme of Arrangement; VII. Passing such other and 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 Applicant Companies No. 2 to 9 and 11 to 13 by one Mr. Arun Sehgal and for the Applicant Companies 1 and 10 by one Mrs. Aruna Narang has been filed, being the authorized signatories 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 Arrangements) 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 Well time Housing and Finance Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A-1", it is represented that it is having 5 (Five) Equity and 2 (Two) Preference Shareholders. It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 6 (Six) Unsecured Creditors. Further in relation to unsecured creditors, the consents have been received from 83.30 in number and 96.48 in value. In relation to the shareholders and unsecured creditors of the Transferor Company-1, the Transferor Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;