- (1.) This is an application jointly filed by the applicant companies herein, namely Ocean View Hospitality Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Reshef India Private Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") and Ocean View Resorts Private Limited (Applicant company No. 3/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 "A" 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 Paragraph V of the Application, namely:- a. Direct for dispensing with the requirement of convening the meetings of the Equity Shareholders of the Applicant Company No. 1; b. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of Applicant Company No. 1; c. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 1; d. Direct for dispensing with the requirement of convening the meetings of the Equity Shareholders of the Applicant Company No. 2; e. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of the Applicant Company No. 2; f. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 2; g. Direct for dispensing with the requirement of convening the meetings of the Equity Shareholders of the Applicant Company No. 3; h. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of the Applicant Company No. 3; i. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 3; j. 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.
(2.) An Affidavit in support of the joint application sworn for and on behalf of all the Applicant Companies has been filed by one Mr. Bhupinder Sagar, being the authorized representative 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 Rules and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCLT, New Delhi.
(3.) In relation to Ocean View Resorts Private Limited being the Transferee Company, in the Scheme marked as Annexure - "A", it is represented that it is has three Equity Shareholders holding 10,000 shares as on 01.02.2017. It is further represented by the counsel for Applicants that the Transferee Company as on 01.02.2017 has no Secured Creditor and one Unsecured Creditor. In relation to equity shareholders and unsecured creditors 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 Creditor, there is no requirement of holding the meeting as there is no secured creditor.;