R. Varadharajan, Member - (1.) This is an application which is filed by the petitioner companies herein, namely Chauran Sales Private Limited (for brevity "Transferor Company-1"), Carriers Portfolio Management Private Limited (for brevity "Transferor Company-2"), with Huron Builders Private Limited (for brevity "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: I. Dispense with the requirement of convening meetings of Equity Shareholders of the Transferor Companies No. 1 & 2 and the Transferee Company. II. Dispense with the requirement of convening meeting of Preference Shareholders of the Transferor Company No. 2. III. Dispense with the requirement of convening meetings of Un-secured Creditors of the Transferor Companies No. 1 & 2 and the Transferee Company. None of the Transferor Companies No. 1 & 2 and the Transferee Company has any Secured Creditors. IV. Direct service of notice of the present Application 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; and V. Pass such order/further order (s) as this Hon'ble Tribunal may deem fit and proper.
(2.) An Affidavit in support of the above application sworn for and on behalf of the Applicant Companies by one Mr. Dinesh Chandra Saxena has been filed, being the Directors 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 Arrangements) 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 Chauran Sales Private Limited being the Transferor Company-1, in the Scheme marked as Annexure - "A-5", it is represented that it is having 3 Equity Shareholders and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company-1 has no Secured Creditor and 1 Unsecured Creditor who has given their consent. In relation to the shareholders and unsecured creditors of the Transferor Company-1, it seeks dispensation from convening and holding of the meetings in view of consent affidavits being obtained and are placed on record.;