- (1.) This is an application which is jointly filed by the applicant companies herein, namely Juno Retail Private Limited (for brevity "Transferor Company No. 1/Applicant No. 1"), Carreen Builders & Developers Private Limited (for brevity "Transferor Company No. 2/Applicant No. 2"), Diana Retail Private Limited (for brevity "Transferor Company No. 3/Applicant No. 3"), Exotic R-Online Fashion Private Limited (for brevity "Transferor Company No. 4/Applicant No. 4"), Kapo Retail Private Limited (for brevity "Transferor Company No. 5/Applicant No. 5"), Das Retail Private Limited (for brevity "Transferor Company No. 6/Applicant No. 6") and DLF Brands Limited (for brevity "Transferee Company/Applicant No. 7") under Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation proposed between the applicants and the said Scheme is also annexed as Annexure "A22" to the application. The applicants above named have preferred the instant joint application for the following purpose as is evident from the perusal of the prayers sought for in the respective paragraphs of the Application, namely: "a. To dispense with the requirement for convening the meeting of the equity shareholders of the Applicant Nos. 1 to 7 and also to dispense with the requirement of issue and publication of notices for the same; b. To dispense with the requirement for convening the meeting of the secured creditors of the Applicant Nos. 1 to 6 and also to dispense with the requirement of issue and publication of notices for the same; c. To dispense with the requirement for convening the meeting of the unsecured creditors of the Applicant No. 1 (Transferor Company No. 1), Applicant No. 4 (Transferor Company No. 4), Applicant No. 5 (Transferor Company No. 5), and Applicant No. 6 (Transferor Company No. 6) and also to dispense with the requirement of issue and publication of notices for the same; d. To issue and pass necessary directions/order, as it may deem fit, for the purpose of convening of meeting of the secured creditors of the Applicant No. 7(Transferee Company), including the requirement of issue and publication of notices for the same; e. To issue and pass necessary directions/order, as it may deem fit, for the purpose of convening of meeting of the unsecured creditors of the Applicant No. 2 (Transferor Company No. 2), Applicant No. 3 (Transferor Company No. 3) and Applicant No. 7 (Transferee Company), including the requirement of issue and publication of notices for the same; f. To issue necessary direction for appointment of Chairperson, Alternate Chairperson and scrutinizers for the meetings to be held and terms of appointment and remuneration for the Chairperson and alternate chairperson; g. Issuing necessary directions fixing the time period within which the chairperson shall report the result of the meeting to this Hon'ble Tribunal; h. To issue necessary direction for filing the Petition, Application and other documents, as may be required, for sanctioning the Scheme of Amalgamation within 7 days of filing of the report by the Chairperson to this Hon'ble Tribunal; i. To pass any other order or directions, as may be deemed fit in the facts and circumstances of the case, may also be granted."
(2.) Affidavits in support of the above joint application sworn to by Mr. Vijay Kamal Lahri, being authorized signatory of the Applicant No. 1, Mr. Sandeep Chadha, being authorized signatory of the Applicant No. 2, Mr. Dhiraj Sarna, being authorized signatory of the Applicant No. 3 and Applicant No. 7, Mr. Zafar Baig, being authorized signatory of the Applicant No. 4, Mr. Rohit Goyal, being authorized signatory of the Applicant No. 5 and Mr. Sushil Kumar, being authorized signatory of the Applicant No. 6 respectively, on 23.03.2017 have also been filed along with the application.
(3.) Counsels for the joint applicants took us through the averments made in the application as well as the 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 as 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 the Registrar of Companies, NCT, New Delhi.;