- (1.) This is an application jointly filed by the applicant companies herein, namely Milap News Private Limited (for brevity "Transferor Company/Applicant Company No. 1"), MJP Media Private Limited (for brevity "Transferor Company/Applicant Company No. 2") and Good Morning India Private Limited (for brevity "Transferee Company/Applicant Company No. 3") under Section 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 (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "A3/10" to the application. The applicants have preferred the instant joint application for the following purpose as is evident from the reliefs sought for in Paragraph XXIV of the Application, namely:- i. That the requirement for convening and holding of the meeting of the creditors and shareholders of both the Transferor and Transferee companies be dispensed with. ii. Further order(s) which this Hon'ble Tribunal may deem fit, proper and just under the circumstances of the case.
(2.) An Affidavit in support of the above joint application has been sworn in for Transferor Company/Applicant Company No. 1 by one Mr. Mohd Suhail, for Transferor Company/Applicant Company No. 2 by one Mr. Kamal Shah, and for Transferee Company/Applicant Company No. 3 by one Mr. Rakesh Sharma, all being the Directors of the respective Companies. The affidavits have been placed on record 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.
(3.) Learned Counsel for the applicants 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 as 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 falling within the domain of Registrar of Companies, NCT, New Delhi. In relation to Milap News Corporation Private Limited being the Transferor Company/Applicant Company No. 1 in the Scheme marked as Annexure - "A3/10", Learned Counsel represents that the Transferor Company/Applicant Company No. 1 is the wholly owned Subsidiary of the Transferee Company, having four Equity Shareholders as on 31.03.2016 from whom "No Objection Certificates" have been received and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company has no Secured and Unsecured Creditors. In relation to the Equity shareholders, the Applicant Company No. 1/Transferor Company seeks dispensing with convening and holding of the meeting for the purpose of obtaining their approval to the proposed Scheme of Amalgamation in view of consent being obtained from all the equity shareholders and there being no Unsecured and Secured Creditor.;