R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Argentium International Private Limited (for brevity "Applicant No. 1/Transferor Company-1"), Rajlaxmi Plaza Private Limited (for brevity "Applicant No. 2/Transferor Company-2) and Shakti Commodities Private Limited (for brevity "Applicant No. 3/Transferee Company") 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 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-5" 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:- a. Dispense with the requirement of convening separate meetings of Shareholders of the Transferor Companies No. 1 & 2 and of the Transferee Company. b. Dispense with the requirement of convening separate meetings of Secured and Un-secured Creditors of the Transferee Company. None of the Transferor Companies has any Secured and Un-secured Creditors. c. Pass such other/further order(s) as this Hon'ble Tribunal may deem fit and proper; and d. Notice of the present Application may be directed to be served 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; and (d) the Income Tax Department.
(2.) An Affidavit in support of the above application sworn for and on behalf of all the applicant companies has been filed by one Mr. Subhash Kedia being a Director in 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. The Transferee Company, it is averred, is a subsidiary of the Transferor Company No. 1, as it holds 54.41% of the total equity shares of the Transferee Company.
(3.) In relation to Argentium International Private Limited being the Applicant No. 1/Transferor Company-1, in the Scheme marked as Annexure - "A-5", it is represented that it is having 2 (Two) Equity Shareholders and that both of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that Applicant No. 1/Transferor Company-1 has no Secured Creditor or Unsecured Creditor. In relation to the shareholders of the Applicant No. 1/Transferor Company-1, it seeks dispensation from convening and holding of the meetings in view of consent affidavits having been obtained and placed on record.;