R. Varadharajan, Member - (1.) This is an application which is filed by the applicant companies herein, namely Marigold Ventures Private Limited (for brevity "Demerged/Applicant No. 1 Company")/and Marigold Strategies Private Limited (for brevity "Resultant/Applicant No. 2 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 Demerger (hereinafter referred to as the "SCHEME") proposed between the applicants. The said Scheme is also annexed as Annexure "A-IV" 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:- • In view of the above facts and circumstances mentioned above, it is most respectfully prayed that the meetings of Equity Shareholders of the Applicant Companies may kindly be dispensed with in view of the written consents given by the Equity Shareholders of the Applicant Companies or in the alternative if this Hon'ble Tribunal directs the Applicant Companies to convene the meetings of Equity Shareholders, then directions may kindly be issued for convening meetings of Equity Shareholders of the Applicant Companies at the Registered Office of the Applicant Companies, or at such other place as may be fixed by this Hon'ble Tribunal, and on such date(s) and at such time(s) as this Hon'ble Tribunal may direct, and that a Chairman and alternative Chairman may be appointed for meetings to be held. • It is further prayed that the publication of the notice of the proposed meetings may also be dispensed with or alternatively may be ordered to be published in an English Newspaper (Statesman) and the Hindi Newspaper (Veer Arjun) or in such other manner, as this Hon'ble may direct. • It is prayed that any other order or directions, as this Hon'ble Tribunal deems fit and proper, may also kindly be granted.
(2.) An Affidavit in support of the above application sworn for and on behalf of Applicant Companies has been filed by one Mr. Arun Jain being the Director of the both 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, Arrangements and Amalgamations) Rules 2016.
(3.) In relation to Marigold Ventures Private Limited being the Demerged/Applicant No. 1 Company, in scheme marked as Annexure - "A-IV", it is represented that it is having 3 Equity Shareholders and all 3 of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that Applicant No. 1/Demerged Company has no Secured Creditor and Unsecured Creditors. In relation to the shareholders of the Applicant No. 1/Demerged Company, it seeks dispensation from convening and holding of the meetings in view of consent affidavits having been obtained and which are placed on record.;