R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Ajay Fincap Consultants Pvt. Ltd. (Transferor No. 1/Applicant No. 1), Bhavya Aluminium Pvt. Ltd. (Transferor No. 2/Applicant No. 2), Grays Electronics Pvt. Ltd. (Transferor No. 3/Applicant No. 3), JMK Garments Pvt. Ltd. (Transferor No. 4/Applicant No. 4), Mahabali Farms Pvt. Ltd. (Transferor No. 5/Applicant No. 5), Mangal Kalas Services Pvt. Ltd. (Transferor No. 6/Applicant No. 6), Raunaq Textiles Limited (Transferor No. 7/Applicant No. 7), SAP Compusoft Pvt. Ltd. (Transferor No. 8/Applicant No. 8), TRV Impex Pvt. Ltd. (Transferor No. 9/Applicant No. 9), Viable Management Consultants Pvt. Ltd. (Transferor No. 10/Applicant No. 10), VNR Softech Pvt. Ltd. (Transferor No. 11/Applicant No. 11) and Rishi Infratech Pvt. Ltd. (Transferee/Applicant No. 12) 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 "P-1" 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) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 1 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; b) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 2 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; c) Pass appropriate order(s) for dispensing with the convening and holding of the Equity Shareholders of the Transferor No. 3 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; d) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 4 Company under the provisions of the Section 230 to 232 of the Companies Act 2013; e) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 5 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; f) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders Transferor No. 6 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; g) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders Transferor No. 7 Company under the provisions of the Section 230 to 232 of the Companies Act 2013; h) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 8 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; i) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders Transferor No. 9 Company under the provisions of the Section 230 to 232 of the Companies Act 2013; j) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor No. 10 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; k) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders of the Transferor No. 11 Company under the provisions of the Section 230 to 232 of the Companies Act, 2013; l) Pass appropriate order(s) for dispensing with the convening and holding of the meetings of the Equity Shareholders and Unsecured Creditors of the Transferee company under the provisions of the Section 230 to 232 of the Companies Act, 2013; m) Pass necessary orders or directions for dispensing with the publication of the notice(s) of the meetings of the said respective Shareholders and Creditors (Secured & Unsecured) of the Transferor Companies and Transferee Companies and Transferee company in the newspaper's in view of prayer made in paras (a) to (i) above. n) Pass further orders as the Tribunal thinks fit.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Transferor Company No. 1 by one Mr. Ajay Singh, for Transferor Companies No. 2, 4, 9 by one Mr. Rohit Kumar, for Transferor Companies No. 3, 7, 8 by one Mr. Anand Gupta, for Transferor Company No. 5 by one Mr. Rajesh Verma, for Transferor Companies No. 6, 10, 11 by one Mr. Ishwar Anand and for the Transferee Company by one Mr. Rajesh Gupta has been filed, 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.
(3.) In relation to Ajay Fincap Consultants Private Limited being the Transferor Company-1, in the Scheme marked as Annexure-"P-1", it is represented that it is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 5 (Five) Unsecured Creditors. In relation to the shareholders and unsecured creditors of the Transferor Company-1, the Transferor Company-1 seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;