- (1.) This is an application jointly filed by the Applicant Companies herein, namely Colossal Homeland Buildup Private Limited (for brevity "Transferor Company/Applicant Company No. 1") and Rajasthan Global Securities Private Limited (for brevity "Applicant Company No. 2/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 in relation to the Scheme of Amalgamation (hereinafter referred to as the "SCHEME" ) proposed between the companies. The said Scheme is annexed as Annexure "A-1" to the application. The Applicant Companies above named have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph VII of the Application, namely:- a. Pass an order that a meeting of the Unsecured Creditors of the Transferor Company and Transferee Company may be dispensed with for consideration and approval of the Scheme of Arrangement for amalgamation with or without modification; b. pass an order that a meeting of the Equity shareholders may be dispensed with for consideration and approval of the Scheme of Arrangement for amalgamation with or without modification; c. pass an order that in view of Prayer (a) above, no notice for dispensing the meeting of Unsecured Creditors of the Transferor Company and Transferee Company be published in one English and one Hindi newspapers having circulation in the city of Delhi; d. Pass such other and further Orders as this Honorable Tribunal may deem fit 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 Company and also for Transferee Company has been filed by one Mr. Rama Chandran Nair, being the Director of both the Applicant Companies along with the application. Counsel for the 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 the 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 the applicant companies are situated within the territorial jurisdiction of this Tribunal which falls within the jurisdiction of the Registrar of Companies, NCT, New Delhi. In relation to Colossal Homeland Buildup Private Limited being the Transferor Company/Applicant Company No. 1, in the Scheme marked as Annexure - "A-1", it is represented that it is having thirteen Equity Shareholders as on 25.11.2016. It is further represented by the counsel for the Applicants that the Applicant Company No. 1/Transferor Company as on 25.11.2016 has no Secured Creditor and is having (Seven Unsecured Creditors as on 25.11.2016. In relation to the shareholders and Unsecured creditors of the Applicant Company No. 1/Transferor Company, the Applicant Company seeks dispensation of the meeting as there are thirteen Equity Shareholders and Seven Unsecured Creditors from whom "No Objection Letters" have been received and are placed on record.
(3.) In relation to Rajasthan Global Securities Private Limited being the Transferee Company/Applicant Company No. 2, in the Scheme marked as Annexure - "A-1", it is represented that it is having twelve Equity Shareholders as on 25.11.2016. It is further represented by the counsel for the Applicants that the Applicant Company No. 2/Transferee Company as on 25.11.2016 has no Secured Creditor and is having Two Unsecured Creditors as on 25.11.2016. In relation to the shareholders of the Applicant Company No. 2/Transferee Company, the Applicant Company seeks dispensation of the meeting as there are twelve Equity Shareholders out of which "No Objection Letters" of eleven have been received, constituting 98.07% in value and 91.1% in number and Two Unsecured Creditors from whom "No Objection Letter" have been received and are placed on record.;