- (1.) This is an application which is jointly filed by the applicant companies herein, namely Babylon Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), Bestech Motels and Resorts Private Limited (for brevity "Transferor Company/Applicant Company No. 2") and Bestech Hospitalities Private Limited (for brevity "Transferee Company/Applicant Company No. 3") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "A-1" to the application. The applicants above named have preferred the instant joint application for the following purpose as evident from the reliefs sought for in Paragraph V of the Application, namely:- i. Order that the requirement for convening and holding of the meeting of the Equity Shareholders of all the Applicant Companies to consider and approve the scheme of amalgamation of Applicant Company No. 1 and 2 with Applicant Company No. 3 be dispensed with. ii. Order that the convening and holding of the meeting of the Secured Creditors of the Applicant Company No. 1 and 2 and convening and holding of the meeting of the Unsecured Creditors of the Applicant Company No. 1 and 2 to consider and approve the Scheme of Amalgamation of Applicant Company No. 1 and 2 with Applicant Company No. 3 be dispensed with. iii. Directions to the method of convening, holding and conducting the meeting of the Secured Creditors and Unsecured Creditors of the Applicant Company No. 3, appointment of chairman and as to the notices and advertisements to be issued as prayed for in the Notice of Admission. iv. Pass such order or further order(s) which this Hon'ble Tribunal may deem fit, proper and just under the circumstances of the case.
(2.) An Affidavit in support of the above joint application sworn for Transferor Company/Applicant Company No. 1 by one Mr. Sunil Satija, for Transferor Company/Applicant Company No. 2 by one Mr. Dharmendra Bhandari, and for Transferee Company/Applicant Company No. 3 by one Mr. Ambuj Kumar Choudhry, all being the Directors of the respective Companies has also been filed 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 as 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. In relation to Babylon Buildwell Private Limited being the Transferor Company/Applicant Company No. 1 in the Scheme marked as Annexure - "A-1" Learned Counsel represents that the Transferor Company/Applicant Company No. 1 is the wholly owned Subsidiary of the Transferee Company, having 3 Equity Shareholders as on 09.11.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 9th November, 2016 has no Secured Creditors and 1 Unsecured Creditor to whom the Applicant No. 1/Transferor Company owes a sum of Rs. 122,363/- as on 9th November, 2016 and from whom no Objection letter have been obtained. In relation to the shareholders, creditors both secured and unsecured, the Applicant Company No. 1/Transferor Company, the Applicant No. 1 Company seeks dispensation from convening and holding of the respective meetings.
(3.) In relation to the Bestech Motels and Resorts Private Limited being the Transferor Company/Applicant Company No. 2 in the Scheme marked as Annexure-"A-l", Learned Counsel represents that company is having 3 Equity Shareholders as on 09.11.2016. It is further represented by the counsel for Applicants that the Applicant No. 2/Transferor Company as on 9th November, 2016 has no Secured Creditors and 4 Unsecured Creditors amounting in aggregate to Rs. 38,475,536/- owed as on 9th November, 2016. In relation to the shareholders, creditors both secured and unsecured, the Applicant Company No. 2/Transferor Company seeks dispensation of the respective meetings for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and Unsecured Creditors and there being no Secured Creditor.;