- (1.) This is an application which is jointly filed by the applicant companies herein, namely Fairair Engineers Private Limited ("FEPL")(for brevity "Demerged Company/Applicant Company No. 1") and Fairair Engineers (Mumbai) Private Limited ("FEMPL") (for brevity "Resulting Company/Applicant Company No. 2") under Sections 230 to 232 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 (hereinafter referred to as the "SCHEME" ) proposed between the applicants. The said Scheme is also annexed as Annexure "A" to the application. The applicants above named have preferred the instant joint application in effect for the following purpose as evident from the reliefs sought for in Paragraph V of the Application, namely:- a. Direct for dispensing with the requirement of convening the meetings of the equity Shareholders of both the Applicant Companies and also dispense with the issue and publication of notices for the same; b. Direct for dispensing with the requirement of convening the meetings of the Secured Creditors of both the Applicant Companies and also dispense with the issue and publication of notices for the same; c. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company No. 1 and also dispense with the issue and publication of notices for the same; d. Direct for dispensing with the requirement of convening the meetings of the Unsecured Creditors of the Applicant Company-II and also dispense with the issue and publication of notices for the same; e. Permitting to file the petition for sanctioning the Scheme of Demerger/Arrangement between the Fairair Engineers Private Limited and Fairair Engineers (Mumbai) Private Limited and their respective shareholders and creditors; f. Direct publication of the general notice of meeting in the newspapers, Business Standard (English, Delhi Edition) and Business Standard (Hindi, Delhi Edition); g. Pass such other or further orders 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 joint application sworn for and on behalf of all the Applicant Companies has been filed by one Mr. Anil Kumar Aggarwal, 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 both the applicant companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCLT, New Delhi. In relation to Fairair Engineers Private Limited being the Demerged Company/Applicant Company No. 1, in the Scheme marked as Annexure - "A", it is represented that it is having five Equity Shareholders holding 2,06,448 shares as on 30.06.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Demerged Company as on 30.06.2017 has one Secured Creditors and 158 Unsecured Creditors (at its Delhi Branch) and 81 Unsecured Creditors at its (Mumbai branch). In relation to equity shareholders and Secured creditors since consent from all of them have been obtained for the proposed Scheme, and therefore prayer has been made for dispensing with holding of various meetings. In relation to the unsecured creditors, the Applicant Company No. 1/Demerged Company also seeks dispensing with holding of meeting as the consent has been obtained from unsecured creditors representing more than 75% in value.
(3.) In relation to Fairair Engineers (Mumbai) Private Limited being the Applicant Company No. 2/Resulting Company in the Scheme marked as Annexure-"A", Learned Counsel represents that company is having three Equity Shareholders holding 45,000 shares as on 30.06.2016 and from whom consent letters have been obtained and are placed on record. It is further represented by the counsel for Applicants that the Applicant No. 2/Resulting Company No. 1 as on 30.06.2016 has no secured and 1 Unsecured Creditor. In relation to the Equity Shareholders, the Applicant Company No. 2/Resulting Company seeks dispensing with holding of meeting for the purpose of obtaining their approval to the proposed Scheme of Arrangement in view of consent having been obtained from all the Equity shareholders of the Resulting Company/Applicant Company No. 2.;