R Varadharajan, Member - (1.) A joint application has been filed under Sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies(Compromises, Arrangements and Amalgamations) Rules, 2016 by the applicant companies above named in relation to the Scheme of Arrangement by way of Amalgamation ( hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure"A-3" 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) Dispense with convening the meeting of Shareholders and unsecured creditors of the Applicant Transferor Company. (ii) Dispense with convening the meeting of Shareholders and unsecured creditors of the Applicant Transferee Company. (iii) Allow the Applicant Companies to make Petition u/s 230, 232 of the Companies Act, 2013 for approval of the Scheme of Amalgamation of Mega Airways Limited with Mega Corporation Limited. (iv) Direct service of Notice of this Application on (a) the Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi; (b) the Registrar of Companies, Delhi and Haryana, New Delhi; (c) The Official Liquidator, Ministry of Corporate Affairs, New Delhi; (d) the Income Tax Department, New Delhi; (e) the Bombay Stock Exchange; and (f) the Reserve Bank of India. (v) To pass such order as this Hon'ble Bench may deem fit.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Applicant Companies by one Mr. Surendra Chhalani, Director in both the companies has been filed. Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed therewith. 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, Arrangements and Amalgamations) Rules, 2016 and it is also represented that the registered office of both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within the purview of Registrar of Companies, NCT, New Delhi. The Transferor Company it is represented is the wholly owned subsidiary of the Transferee Company and that presently the Transferor Company is not carrying on any business. Both the transferor and transferee companies have annexed their charter documents as well as the audited financial statements for the year ended 31.03.2017 and in addition unaudited provisional accounts for the period ended 30.06.2017. It is also represented that the board of directors of both the transferor and transferee companies have unanimously approved the proposed Scheme on 07 July 2017.
(3.) In relation to Mega Airways Limited being the Transferor Company in the Scheme marked as Annexure- "A-3", it is represented that it is having 8 Equity Shareholders and that seven of them are nominees of the Transferee Company and all of them have given their consents by way of affidavit. It is further represented by the Ld. Counsel for Applicants that the Transferor Company has no Secured Creditor and Unsecured Creditor as on 30.6.2017. In relation to the shareholders of the Transferor Company dispensation is sought for from convening and holding of the meetings in view of consent affidavits being obtained and filed.;