Deepa Krishan, Member - (1.) This is an application jointly filed by the applicant companies herein, namely Cotys Buildcon Private Limited (for brevity "Applicant Company No. 1/Transferor Company No. 1) Harley Builders & Developers Private Limited (for brevity "Applicant Company No. 2/Transferor Company No. 2") and Jetashri Builders & Developers Private Limited (Applicant company No. 3/Transferor Company No. 3), Kagni Builders & Developers Private Limited (Transferor Company No. 4/Applicant Company No. 4), Vinesh Home Developers Private Limited Transferor Company No. 8/Applicant No. 5) and Pariksha Builders & Developers Private Limited (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 (for brevity The Rules') in relation to the Scheme of Amalgamation (for brevity the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "P1" to the application. The applicants above named have preferred the instant application for the following purpose as is evident from the reliefs sought in the Application, namely: - "i) The dispensation of holding of meetings of the Shareholders of Applicant Company Nos. 1 to 6 Transferor Company Nos. 1, 2, 3, 4, & 8 and Transferee Company for the purpose of considering the Scheme of Amalgamation: ii) The publication of the Citation for the meetings of Shareholders of applicant Company Nos. 1 to 6 Transferor Company Nos. 1, 2, 3, 4 & 8 and Transferee Company may also be dispensed with; iii) The dispensation of holding of meetings of the Unsecured Creditors Applicant Company Nos. 1 to 6 Transferor Company Nos. 1, 2, 3, 4 & 8 and Transferor Company for the purpose of considering the Scheme of Amalgamation; iv) Publication of the Citation for the meetings of the Unsecured Creditors of Applicant Company Nos. 1 to 6 Transferor Company Nos. 1, 2, 3, 4, & 8 and Transferee company may also be dispensed with; v) Applicant company Nos. 1 to 6/Transferor Company Nos. 1, 2, 3, 4 & 8 and Transferee Company may be permitted to file the second motion petition for sanctioning the Scheme of Amalgamation within 7 days from the date of receipt of certified copy of orders passed by this Hon'ble Tribunal; and vi) Any other order or directions, as may be deemed fit in the facts and circumstances of the case, may also be granted."
(2.) An Affidavit in support of the joint application sworn for and on behalf of all the Applicant Companies has been filed by Mr. Rajeshwar Sharma being the authorized representative of the applicant transferor Companies and Mr. Dinesh Kumar being the authorized representative of the transferee 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 an 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 transferor companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCLT, New Delhi.
(3.) In relation to Cotys Buildcon Private Limited being the Transferor Company No. 1, in the Scheme marked as Annexure- "P1", it is represented that it has Two Equity Shareholders. It is further represented by the counsel for Applicants that the Transferor Company No. 1 has Nil Secured Creditor and only one Unsecured Creditor. In relation to equity shareholders and unsecured creditors since consent from all of them have been obtained for the proposed Scheme, a prayer has been made for dispensing with holding of various meetings whereas in relation to the Secured Creditor, the necessity of convening the meeting does not arise as there is no Secured Creditor in the Transferor Company.;