R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Bilapsur Holdings Private Limited (for brevity "Transferor Company-1"), Friendship Holdings Private Limited (for brevity "Transferor Company-2"), RLM Associates Private Limited (for brevity "Transferor Company-3"), Sarthak Holdings Private Limited (for brevity "Transferor Company-4"), SGS Entertainment Private Limited (for brevity "Transferor Company-5"), Sunny Holiday Lounges Private Limited (for brevity "Transferor Company-6"), with Rupali Hotels Private Limited (for brevity "Transferee Company") under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamations and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A-15" 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. In view of the above facts and circumstances mentioned above, it is most respectfully prayed that the meetings of the equity shareholders and unsecured creditors of the applicant companies may kindly be dispensed with in view of the written consents given by the equity shareholders and unsecured creditors of the applicant companies or in the alternative if this Hon'ble tribunal directs the applicant companies to convene the meetings of equity shareholders sand unsecured creditor, then directions may kindly be issued for convening meetings of equity shareholders and unsecured creditors of the applicant companies at the registered office of the applicant companies or at such other place as may be fixed by this Hon'ble tribunal and on such dates and such times as this Hon'ble tribunal may direct and that a chairman and alternative chairman may be appointed for meetings to be held. II. It is further prayed that the publication of the notice of the proposed meetings may also be dispensed with or alternatively may be ordered to be published in an English Newspaper (Business Standard) and the Hindi Newspaper (Business Standard) or in such other manner, as this Hon'ble Tribunal may direct. III. 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. 1 to 7 by one Mr. Sankalp Gulati being the Director in Applicant Companies No. 1, 3, 4, 6, 7 and authorized signatory of the Applicant Companies No. 2 and 5 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, Amalgamations 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 Bilaspur Holdings Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A-15", it is represented that it is having 4 Equity Shareholders. It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 2 Unsecured Creditors. In relation to the shareholders and unsecured creditors of the Transferor Company-1, it seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;