R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely KSA Corporate Advisors Private Limited (for brevity "Transferor/Applicant No. 1 Company"), KSA Infraventures Private Limited (for brevity "Transferor/Applicant No. 2 Company"), Upside Foods Private Limited (for brevity "Transferor/Applicant No. 3 Company"), Helwell Foods Private Limited (for brevity "Transferor/Applicant No. 4 Company") and Reina Industries Private Limited (for brevity "Transferee/Applicant") under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamations 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 "56" 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:- Dispense with the requirement of convening the meeting of the equity shareholders of the Transferor and Transferee Companies and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings. Dispense with the requirement of convening the meeting of the secured creditors of the Transferor Companies No. 1 to 4 and the Transferee Company and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings. Dispense with the requirement of convening the meeting of the unsecured creditors of the Transferor Companies No. 1 to 4 and the Transferee Company and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman for the meetings. Issue such other orders or directions be given as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
(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. Akshay Bansal, Director of all the Applicant 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, Amalgamations and Amalgamations) Rules 2016.
(3.) In relation to KSA Corporate Advisors Private Limited being the Transferor/Applicant No. 1 Company, in scheme marked as Annexure - "56", it is represented that it is having 2 (Two) Equity Shareholders and 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 and only 1 (one) Unsecured Creditor who has given his consent by way of an affidavit. In relation to the shareholders and unsecured creditors 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 which are placed on record.;