- (1.) This is an application which is jointly filed by the applicant companies herein, namely Khyati Nilum Associates Private Limited (for brevity "Transferor Company/Applicant Company No. 1") and Khyati Global Private Limited (for brevity "Transferee/Resulting Company/Applicant Company No. 2") under Sections 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 Arrangement (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 joint application in effect for the following purpose as evident from the reliefs sought for in Paragraph of the Application, namely:- a. Direct dispensation/convening of meeting of the Equity Shareholders of Transferor/demerging Company in lieu of consents received; b. Direct convening of meetings of creditors both Secured and Unsecured of Demerging/Transferor Company; c. Direct dispensation/convening of meetings of the Equity Shareholders of Transferee/Resulting Company in lieu of consents received; d. Direct service of notice to Central Government, Regional Director Northern Region, Registrar of Companies NCT of Delhi and Haryana, Jurisdictional Official Liquidator and Income Tax Authorities or such authorities as the Tribunal may deem fit, to make their respective representations, if any, to this Hon'ble Tribunal, under provisions of Section 230(5) Companies Act, 2013 and further direct them to serve a copy of their representation on the Petitioner Companies Advocate; e. Direct publication of the general notice of meeting in the newspapers, Business Standard (English, Delhi Edition) and Jansatta (Hindi, Delhi Edition); f. Pass such other or further orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case. An Affidavit in support of the above joint application sworn for and on behalf of Transferor Company/Applicant Company No. 1 has been filed by one Ms. Anju Sanjay Manchandani and for Transferee/Resulting Company/Applicant Company No. 2 by one Mr. Sanjay Manchandani, being the Director 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 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 Khyati Nilum Associates Private Limited being the Transferor Company/Applicant Company No. 1, in the Scheme marked as Annexure - "A-3", it represented that it is having 7 Equity Shareholders as on 10.01.2017. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 10.01.2017 have 2 (Two) Secured Creditors and 9 Unsecured Creditors. In relation to the shareholders of the Applicant Company No. 1/Transferor Company, the Applicant No. 1 Company seeks dispensation from convening and holding of the meetings of the Equity Shareholders in view of consent being obtained from all the Equity shareholders of the Transferor Company/Applicant Company No. 1.
(2.) In relation to Khyati Global Private Limited being the Transferee/Resulting Company/Applicant Company No. 2 in the Scheme marked as Annexure-"A-3", Learned Counsel represents that company is having 2 (Two) Equity Shareholders as on 10.01.2017. It is further represented by the counsel for Applicants that the Applicant No. 2/Transferee/Resulting Company as on 10.01.2017 have no secured and Unsecured Creditor. In relation to the Equity Shareholders, the Applicant Company No. 2/Transferee Company seeks dispensation of the meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent being obtained from all the Equity shareholders of the Transferee/Resulting Company/Applicant Company No. 2
(3.) Learned Counsel for the Applicants also represents that the provisions of Section 233 of 2013 Act will not apply as the Scheme is a composite Scheme which contemplates the Demerger of Consultancy and Commissioning Business undertaking of Applicant No. 1/Transferor Company with the Transferee Company and the Applicant Company No. 1 do not have a subsidiary/holding company relationship with the Transferee Company. The above joint application has been filed on 01.02.2017 and this Tribunal hence proceeds to entertain the above joint application filed under the 2013 Act. Further, the registered office of all the applicant Companies are situated within New Delhi and subject to Registrar of Companies, NCT, New Delhi and hence are amenable to the territorial jurisdiction of this Tribunal.;