R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Devkosh Leasing and Finance Private Limited (for brevity "Applicant Transferor Company-1"), Dhaneshwari Investments Private Limited (for brevity "Applicant Transferor Company-2"), Taxila Agriculture Private Limited (for brevity "Applicant Transferor Company-3") and Gomteshwar Real Estate Private Limited (for brevity "Applicant Transferee Company-4") 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-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:- i. Pass orders/directions dispensing with convening, holding and conducting of Meetings or Shareholders in respect of Applicant Companies, ii. Pass orders/directions dispensing with convening, holding and conducting of Meetings of Secured Creditors of Applicant Companies, iii. Pass orders/directions dispensing with convening, holding and conducting of Meetings of Unsecured Creditors in respect of Applicant Companies, iv. Pass orders/directions dispensing with convening, holding and conducting of Meetings or Debenture Holders in respect of Applicant Transferee Company, v. Issue direction for permitting the filing of application, petition, other documents as may be required for the purpose of sanctioning the proposed scheme of Amalgamation between the Applicant Transferor Companies and the Applicant Transferee Company and their respective shareholders, and creditors, and vi. Pass such other and further order(s) as may be deemed fit and proper in the facts and circumstances of this case.
(2.) An Affidavit in support of the above application sworn for and on behalf of all the Applicant Companies has been filed by the one Mr. Akhila Nand Singh, being the authorized signatory of the 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 Devkosh Leasing and Finance Private Limited being the Applicant Transferor Company-1, in the Scheme marked as Annexure - "A-1", it represented that it is having 2 (Two) Equity Shareholders. It is further represented by the counsel for Applicants that the Applicant Transferor Company-1 as on 31.03.2017 has no Secured and Unsecured Creditor. In relation to the shareholders, secured and unsecured creditors of the Applicant Transferor Company-1, the Applicant Transferor Company-1 seeks dispensation from convening and holding of the meetings in view of consent being obtained and are placed on record.;