- (1.) This is an application filed by the applicant companies herein, namely Religare Securities Limited ("Applicant Company 1"/"Demerged Company"), Religare Commodity Broking Private Limited ("Applicant Company 2"), RGAM Investment Advisers Private Limited ("Applicant Company 3"), Religare Venture Capital Limited ("Applicant Company 4"), Religare Arts Investment Management Limited Private Limited ("Applicant Company 5"), Religare Capital Finance Limited ("Applicant Company 6"), RGAM Capital India Limited ("Applicant Company 7"), Religare Investment Advisors Limited ("Applicant Company 8"), Religare Support Services Limited ("Applicant Company 9"), Religare Arts Initiative Limited ("Applicant Company 10"), Religare Capital Markets (India) Limited ("Applicant Company 11"), Religare Broking Limited ("Applicant Company 12"), and Religare Enterprises Limited ("Applicant Company 13") (collectively referred to as "Applicants") 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 Arrangement (for brevity 'the Scheme') proposed between the applicants. The said Scheme is also annexed as Annexure "P-1" 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 the Application, namely: i. Dispensing with the requirement of convening the meeting of the Equity Shareholders of the Applicant 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, to consider the Scheme; ii. Dispensing with the requirement of convening the meeting of the Preference Shareholders of the Applicant 3, and 13, to consider the Scheme; iii. Directing convening of the meeting of the Equity Shareholders of the Applicant Company 13, to consider the Scheme; iv. Dispensing with the requirement of convening the meeting of the Unsecured Creditors of the Applicant Company 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 to consider the Scheme; v. Dispensing with the requirement of convening the meeting of the Secured Creditors of the Applicant Company 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 to consider the Scheme; vi. Directing convening of the meeting of the Unsecured Creditors of the Applicant Company 1, to consider the Scheme; vii. Directing convening of the meeting of the Secured Creditors of the Applicant Company 1 and 13, to consider the Scheme; viii. Directions for sending individual notice to the Equity shareholders of the Applicant Company 13; ix. Directions for sending individual notice to the Unsecured Creditors of Applicant Company 1; x. Directions for sending individual notice to the Secured Creditors of Applicant Company 1 and 13; xi. Direct service of notice to statutory authorities under Section 230(5); xii. Directing publication of notice of meetings in the newspapers "Indian Express" and "Jansatta"; xiii. Issuing necessary direction for appointment of Chairperson and scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration for the Chairperson; xiv. Issuing necessary direction fixing the time period within which the chairperson shall report the result of the meeting to this Hon'ble Tribunal; xv. Issuing direction for permitting the filing of application, petition, other documents as may be required, for the purpose of sanctioning the Scheme; xvi. 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 application sworn for and on behalf of all the Applicant Companies has been filed by Mohit Maheshwari, 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, NCT, New Delhi & Haryana.
(3.) In relation to Religare Securities Limited being Applicant Company 1 in the Scheme, it is represented that it has 7(Seven) Equity Shareholders as on February 28, 2017. It is further represented that the Applicant Company 1 has 10(Ten) Secured Creditors and 167,660 Unsecured Creditors as on February 28, 2017. In relation to Equity Shareholders, since consent of the shareholders holding 100% having been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of meeting. In relation to Secured and Unsecured creditors are concerned, Applicant No. 1/Transferor Company is seeking directions for convening and holding of the respective meetings for all the Secured Creditors and Unsecured Creditors who are representing 1 lakh or more in value seeking their approval to the proposed Scheme.;